MCGRATH RENTCORP — Director's Dealing 2018

Mar 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2018-03-01

Reporting Person: Hawkins Philip B (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Common Stock	M	1400	—	Acquired	7390	Direct
2018-03-01	Common Stock	M	10400	$28.9	Acquired	17790	Direct
2018-03-01	Common Stock	M	16425	$32.64	Acquired	34215	Direct
2018-03-01	Common Stock	F	2850	$50.62	Disposed	31365	Direct
2018-03-01	Common Stock	D	16529	$50.62	Disposed	14836	Direct
2018-03-02	Common Stock	M	3720	—	Acquired	18556	Direct
2018-03-02	Common Stock	F	906	$50.57	Disposed	17650	Direct
2018-03-05	Common Stock	S	5990	$49.5449	Disposed	11660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-01	Restricted Stock Units	$0	A	2000	Acquired	2025-03-01	Common Stock (2000)	Direct
2018-03-01	Restricted Stock Units	$0	A	2000	Acquired	2025-03-01	Common Stock (2000)	Direct
2018-03-01	Restricted Stock Units	$0	M	1400	Disposed	2020-02-25	Common Stock (1400)	Direct
2018-03-01	Stock Appreciation Right	$28.9	M	10400	Disposed	2020-02-25	Common Stock (10400)	Direct
2018-03-01	Stock Appreciation Right	$32.64	M	16425	Disposed	2021-03-03	Common Stock (16425)	Direct
2018-03-02	Restricted Stock Units	$0	M	3720	Disposed	2022-03-02	Common Stock (3720)	Direct

Footnotes

F1: The restricted stock unit vests 20% on each anniversary of the grant date until fully vested. Each unit represents a right to receive one share of common stock or an amount equal to the fair market value of the Common Stock underlying the unit on the vesting date.

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 50% and no more than 200% of one share of McGrath RentCorp common stock. The RSUs vest 100% at the end of the three-year performance period if the performance goal is satisfied.

F4: Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.

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 1, 2018 and therefore such date is determined to be the date exercisable.

F6: Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.

F7: 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, 2018 and therefore such date is determined to be the date exercisable.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.40 to $49.8301, inclusive. The reporting person undertakes to provide to McGrath RentCorp, any security holder of McGrath RentCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (8) to this Form 4.