MCGRATH RENTCORP — Director's Dealing 2017

Mar 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2017-03-02

Reporting Person: Hawkins Philip B (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-02	Common Stock	M	1400	—	Acquired	5496	Direct
2017-03-02	Common Stock	F	372	$34.57	Disposed	5124	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-02	Restricted Stock Units	$0	A	3200	Acquired	2024-03-02	Common Stock (3200)	Direct
2017-03-02	Stock Appreciation Right	$34.57	A	17600	Acquired	2024-03-02	Common Stock (17600)	Direct
2017-03-02	Restricted Stock Units	$0	M	1400	Disposed	2020-02-25	Common Stock (1400)	Direct

Footnotes

F1: Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.

F2: The RSUs are subject to a performance based vesting component at the end of a three-year performance period.

F3: Unless earlier forfeited under the terms of the performance based RSU, each RSU vests and converts into no less than 10% and no more than 200% of one share of McGrath RentCorp common stock. The RSUs vest 60% at the end of the three-year performance period if the performance goal is satisfied; then 20% vests each anniversary thereafter.

F4: 20% vests on first anniversary of grant date; 5% vests each anniversary quarter thereafter.

F5: The RSUs vest 60% at the end of the three-year performance period if the performance goal is satisfied; then 20% vests each anniversary thereafter. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on March 2, 2017 and therefore such date is determined to be the date exercisable.