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^*

Chiodo Patricia

(Last)

(First)

(Middle)

C/O RSC HOLDINGS INC.

6929 EAST GREENWAY PARKWAY

(Street)

SCOTTSDALE

85254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RSC Holdings Inc. [ RRR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2012

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	02/01/2012		M		48,533	A	$6.52	152,749	D
Common Stock	02/01/2012		S		48,533	D	$21.3⁽¹⁾	104,216	D
Common Stock	02/01/2012		M		67,482	A	$6.52	171,698	D
Common Stock	02/01/2012		S		67,482	D	$21.3⁽¹⁾	104,216	D
Common Stock	02/01/2012		M		15,100	A	$7.87	119,316	D
Common Stock	02/01/2012		S		15,100	D	$21.3⁽¹⁾	104,216	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)
Employee Stock Option	$6.52	02/01/2012		M			48,533	⁽²⁾	12/04/2016	Common Stock	48,533	$0.00	0	D
Employee Stock Option	$6.52	02/01/2012		M			67,482	⁽³⁾	12/04/2016	Common Stock	67,482	$0.00	519⁽⁴⁾	D
Employee Stock Option	$7.87	02/01/2012		M			15,100	04/19/2011	04/19/2020	Common Stock	15,100	$0.00	0	D

Explanation of Responses:

1. Average price of shares sold on transaction date.

2. Options vested in five equal installments on the first through fifth anniversaries of the grant date. The first installment vested on December 4, 2007.

3. Options are performance based options that vest 20% each year based on the Company's achievment of certain pre-determined performance goals.

4. Amount of original grant remaining. Pursuant to the Company's stock incentive plan, 29067 shares have been cancelled based on the failure to meet certain performance goals during the term, and 519 shares remain unvested.

Remarks:

	/s/ Kevin J. Groman, Attorney-in-Fact for Patricia Chiodo	02/03/2012
	** 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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