SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gottsegen Jonathan Mark

(Last)

(First)

(Middle)

C/O UNITED RENTALS, INC.

FIVE GREENWICH OFFICE PARK

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED RENTALS INC /DE [ URI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/11/2010		A		15,000⁽¹⁾	A	$0	32,000	D
Common Stock	03/15/2010		F		2,124	D	$8.26	29,876	D
Common Stock	03/15/2010		S		3,543	D	$8.26	26,333	D
Common Stock	03/15/2010		M		13,334	A	$3.375	39,667	D
Common Stock	03/15/2010		F		2,956	D	$8.26	36,711	D
Common Stock	03/15/2010		S		10,378	D	$8.26	26,333	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option - Right to Buy	$8.315	03/11/2010		A		40,000		⁽²⁾	03/10/2020	Common Stock	40,000	$0	40,000	D
Stock Option - Right to Buy	$3.375	03/15/2010		M			13,334	⁽³⁾	03/12/2019	Common Stock	13,334	$0	26,666	D

Explanation of Responses:

1. These shares comprise an award of restricted stock units granted to Mr. Gottsegen. Subject to acceleration in certain circumstances, 5,000 of the units are scheduled to vest on each of March 11, 2011, March 11, 2012 and March 11, 2013. Units are settled for shares of common stock on a one-for-one basis upon vesting.

2. The option is exercisable in three installments, 13,333 of the option shares become exercisable on each of March 11, 2011 and March 11, 2012 and 13,334 of the option shares become exercisable on March 11, 2013.

3. In connection with an option award granted to Mr. Gottsegen on March 13, 2009 and originally reported on March 17, 2009, an initial 13,334 of the option shares became exercisable on March 13, 2010.

	/s/ Jonathan M. Gottsegen	03/15/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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