MCGRATH RENTCORP — Director's Dealing 2019

Mar 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2019-02-28

Reporting Person: Whitney David M (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Common Stock	M	735	$32.64	Acquired	9681	Direct
2019-02-28	Common Stock	M	1005	$31.99	Acquired	10686	Direct
2019-02-28	Common Stock	M	3015	$24.6	Acquired	13701	Direct
2019-02-28	Common Stock	M	2800	$34.57	Acquired	16501	Direct
2019-02-28	Common Stock	M	1395	$32.64	Acquired	15526	Indirect
2019-02-28	Common Stock	M	1890	$31.99	Acquired	17416	Indirect
2019-02-28	Common Stock	M	5715	$24.6	Acquired	23131	Indirect
2019-02-28	Common Stock	M	5845	$34.57	Acquired	28976	Indirect
2019-02-28	Common Stock	F	1935	$60.29	Disposed	14566	Direct
2019-02-28	Common Stock	D	3769	$60.29	Disposed	10797	Direct
2019-02-28	Common Stock	F	3826	$60.29	Disposed	25150	Indirect
2019-02-28	Common Stock	D	7443	$60.29	Disposed	17707	Indirect
2019-03-01	Common Stock	M	200	—	Acquired	10997	Direct
2019-03-01	Common Stock	M	380	—	Acquired	18087	Indirect
2019-03-01	Common Stock	F	84	$59.65	Disposed	10913	Direct
2019-03-01	Common Stock	F	132	$59.65	Disposed	17955	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-28	Restricted Stock Units	$0	A	1250	Acquired	2026-02-28	Common Stock (1250)	Direct
2019-02-28	Restricted Stock Units	$0	A	1250	Acquired	2026-02-28	Common Stock (1250)	Direct
2019-02-28	Restricted Stock Units	$0	A	1670	Acquired	2026-02-28	Common Stock (1670)	Indirect
2019-02-28	Restricted Stock Units	$0	A	1670	Acquired	2026-02-28	Common Stock (1670)	Indirect
2019-02-28	Stock Appreciation Right	$32.64	M	735	Disposed	2021-03-03	Common Stock (735)	Direct
2019-02-28	Stock Appreciation Right	$31.99	M	1005	Disposed	2022-03-02	Common Stock (1005)	Direct
2019-02-28	Stock Appreciation Right	$24.6	M	3015	Disposed	2023-03-01	Common Stock (3015)	Direct
2019-02-28	Stock Appreciation Right	$34.57	M	2800	Disposed	2024-03-02	Common Stock (2800)	Direct
2019-02-28	Stock Appreciation Right	$32.64	M	1395	Disposed	2021-03-03	Common Stock (1395)	Indirect
2019-02-28	Stock Appreciation Right	$31.99	M	1890	Disposed	2022-03-02	Common Stock (1890)	Indirect
2019-02-28	Stock Appreciation Right	$24.6	M	5715	Disposed	2023-03-01	Common Stock (5715)	Indirect
2019-02-28	Stock Appreciation Right	$34.57	M	5845	Disposed	2024-03-02	Common Stock (5845)	Indirect
2019-03-01	Restricted Stock Units	$0	M	200	Disposed	2025-03-01	Common Stock (200)	Direct
2019-03-01	Restricted Stock Units	$0	M	380	Disposed	2025-03-01	Common Stock (380)	Indirect

Footnotes

F1: The restricted stock unit shall vest as follows: 33% on the first annual anniversary of the grant; 33% on the second annual anniversary of the grant; and 34% on the third annual anniversary of the grant. Each restricted stock 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: 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.

F3: 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. The Company may, in its sole discretion, make cash payment in lieu of the issuance of Common Stock.