MCGRATH RENTCORP — Director's Dealing 2017

Feb 14, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2016-12-31

Reporting Person: Whitney David M (VP, Controller, PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-30	Common Stock	P	64	$27.36	Acquired	6941	Direct
2015-10-30	Common Stock	P	123	$27.36	Acquired	14858	Indirect
2016-01-29	Common Stock	P	77	$22.98	Acquired	7018	Direct
2016-01-29	Common Stock	P	147	$22.98	Acquired	15005	Indirect
2016-04-29	Common Stock	P	85	$24.68	Acquired	7103	Direct
2016-04-29	Common Stock	P	163	$24.68	Acquired	15168	Indirect
2016-07-29	Common Stock	P	67	$31.86	Acquired	7170	Direct
2016-07-29	Common Stock	P	128	$31.86	Acquired	15296	Indirect
2016-10-31	Common Stock	P	72	$29.98	Acquired	7242	Direct
2016-10-31	Common Stock	P	137	$29.98	Acquired	15433	Indirect

Footnotes

F1: The total ownership figure has also been adjusted in column 5 to reflect the allocation of shares that are beneficially owned by the reporting person and the reporting person's spouse.

F2: Represents the purchase of McGrath RentCorp common stock paid for with the proceeds of cash dividends received by the reporting person from his/her holdings of McGrath RentCorp common stock.

F3: The reporting person's purchase of McGrath RentCorp common stock reported on 04/29/2016 was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 85 shares, with the reporting person's sale of 1,217 shares of McGrath RentCorp common stock at a price of $31.74 per share on 08/17/2016. The reporting person has paid to McGrath RentCorp $604.35, representing the full amount of the profit realized in connection with this short-swing transaction, less transaction costs.

F4: The reporting person's purchase of McGrath RentCorp common stock reported on 04/29/2016 was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 163 shares, with the reporting person's sale of 1,049 shares of McGrath RentCorp common stock at a price of $31.74 per share on 08/17/2016. The reporting person has paid to McGrath RentCorp $1,162.06, representing the full amount of the profit realized in connection with this short-swing transaction, less transaction costs.

F5: The reporting person's purchase of McGrath RentCorp common stock reported on 07/29/2016 was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 67 shares, with the reporting person's sale of 1,133 shares of McGrath RentCorp common stock at a price of $36.1973 per share on 11/11/2016. The reporting person has paid to McGrath RentCorp $777.87, representing the full amount of the profit realized in connection with this short-swing transaction, less transaction costs.

F6: The reporting person's purchase of McGrath RentCorp common stock reported on 07/29/2016 was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 128 shares, with the reporting person's sale of 2,444 shares of McGrath RentCorp common stock at a price of $36.1973 per share on 11/11/2016. The reporting person has paid to McGrath RentCorp $1,479.00, representing the full amount of the profit realized in connection with this short-swing transaction, less transaction costs.

F7: The reporting person's purchase of McGrath RentCorp common stock reported on 10/31/2016 was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 72 shares, with the reporting person's sale of 1,133 shares of McGrath RentCorp common stock at a price of $36.1973 per share on 11/11/2016. The reporting person has paid to McGrath RentCorp $827.86, representing the full amount of the profit realized in connection with this short-swing transaction, less transaction costs.

F8: The reporting person's purchase of McGrath RentCorp ccmmon stock reported on 10/31/2016 was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 137 shares, with the reporting person's sale of 2,444 shares of McGrath RentCorp common stock at a price of $36.1973 per share on 11/11/2016. The reporting person has paid to McGrath RentCorp $1,598.74, representing the full amount of the profit realized in connection with this short-swing transaction, less transaction costs.