MCGRATH RENTCORP — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2021-03-01

Reporting Person: Dashner Kay (Senior HR Advisor)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Common Stock	M	240	—	Acquired	6191	Direct
2021-03-01	Common Stock	M	2400	—	Acquired	8591	Direct
2021-03-01	Common Stock	M	670	—	Acquired	9261	Direct
2021-03-01	Common Stock	F	1238	$78.58	Disposed	8023	Direct
2021-03-02	Common Stock	M	1375	$31.99	Acquired	9398	Direct
2021-03-02	Common Stock	M	880	$34.57	Acquired	10278	Direct
2021-03-02	Common Stock	M	640	—	Acquired	10918	Direct
2021-03-02	Common Stock	M	2000	$24.6	Acquired	12918	Direct
2021-03-02	Common Stock	F	1151	$78.58	Disposed	11767	Direct
2021-03-02	Common Stock	D	1575	$78.58	Disposed	10192	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	Restricted Stock Units	$0	M	2400	Disposed	2025-03-01	Common Stock (2400)	Direct
2021-03-01	Restricted Stock Units	$0	M	240	Disposed	2025-03-01	Common Stock (240)	Direct
2021-03-01	Restricted Stock Units	$0	M	670	Disposed	2026-02-28	Common Stock (670)	Direct
2021-03-02	Stock Appreciation Right	$31.99	M	1375	Disposed	2022-03-02	Common Stock (1375)	Direct
2021-03-02	Stock Appreciation Right	$34.57	M	880	Disposed	2024-03-02	Common Stock (880)	Direct
2021-03-02	Stock Appreciation Right	$24.6	M	2000	Disposed	2023-03-01	Common Stock (2000)	Direct
2021-03-02	Restricted Stock Units	$0	M	640	Disposed	2024-03-02	Common Stock (640)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on March 1, 2021 and therefore such date is determined to be the date exercisable.

F4: 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. 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.

F5: Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.