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*
KNEELAND MICHAEL

(Last) (First) (Middle)
C/O UNITED RENTALS, INC.
100 FIRST STAMFORD PLACE - STE 700

(Street)
STAMFORD CT 06902

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2016
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)
Code V Amount (A) or (D) Price
Common Stock 03/04/2016 F 2,069 (1) D $57.49 387,747 D
Common Stock 03/07/2016 A 6,440 (2) A $59.85 394,187 D
Common Stock 03/07/2016 F 2,893 (3) D $59.85 391,294 D
Common Stock 03/07/2016 A 20,886 (4) A $59.85 412,180 D
Common Stock 03/07/2016 A 41,772 (5) A $59.85 453,952 D
Common Stock 03/07/2016 F 4,631 (1) D $59.85 449,321 D
Common Stock 03/07/2016 S 20,000 (6) D $60 429,321 D
Common Stock 8,999 (7) I By 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Securities disposed of represent shares surrendered for tax purposes in connection with the vesting and settlement of restricted stock units granted and previously reported on Form 4.
2. Represents 2015 annual bonus payable in the form of unrestricted common stock.
3. Securities disposed of represent shares withheld for tax purposes in connection with award of 2015 annual bonus.
4. These shares comprise an award of restricted stock units granted to the reporting person. Subject to acceleration in certain circumstances, one-third of the units are scheduled to vest on each of March 7, 2017, March 7, 2018 and March 7, 2019. Units are settled with shares of common stock on a one-for-one basis upon vesting.
5. These shares comprise an award of restricted stock units granted to the reporting person. Subject to acceleration in certain circumstances, the units are scheduled to vest on March 7, 2019. Units are settled with shares of common stock on a one-for-one basis upon vesting.
6. This transaction was made pursuant to a Rule 10b5-1 trading plan on behalf of the reporting person.
7. Reflects number of shares held under the reporting person's account in the Company's 401(k) plan as of March 4, 2016.
/s/ Craig A. Pintoff, attorney-in-fact 03/08/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.