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*
Whitney David M

(Last) (First) (Middle)
5700 LAS POSITAS ROAD

(Street)
LIVERMORE CA 94551

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MCGRATH RENTCORP [ MGRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Controller, PAO
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2013
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 2,694 I By KSOP
Common Stock 11,809 I Spouses KSOP
Common Stock 05/08/2013 M 2,500 A $22.175 8,390 D
Spouses Common Stock 05/08/2013 M 2,500 A $22.175 13,490 I Spouses Holding
Common Stock 05/08/2013 S 2,500 (1) D $30.668 5,890 D
Spouses Common Stock 05/08/2013 S 2,500 (2) D $30.6704 10,990 I Spouses Holding
Common Stock 05/09/2013 M 2,500 A $22.175 8,390 D
Spouses Common Stock 05/09/2013 M 2,500 A $22.175 13,490 I Spouses Holding
Common Stock 05/09/2013 S 2,500 (3) D $30.8014 5,890 D
Spouses Common Stock 05/09/2013 S 2,500 (4) D $30.8012 10,990 I Spouses Holding
Common Stock 05/10/2013 M 3,000 A $22.175 8,890 D
Spouses Common Stock 05/10/2013 M 3,000 A $22.175 13,990 I Spouses Holding
Common Stock 05/10/2013 S 3,000 (5) D $30.9234 5,890 D
Spouses Common Stock 05/10/2013 S 3,000 (6) D $30.9285 10,990 I Spouses Holding
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
Officer Right to Buy $22.175 05/08/2013 M 2,500 01/14/2006 01/14/2015 Common Stock 2,500 $0 5,500 D
Stock Option $22.175 05/08/2013 M 2,500 01/14/2006 01/14/2015 Spouses Common Stock 2,500 $0 13,500 I Spouses Holding
Officer Right to Buy $22.175 05/09/2013 M 2,500 01/14/2006 01/14/2015 Common Stock 2,500 $0 3,000 D
Stock Option $22.175 05/09/2013 M 2,500 01/14/2006 01/14/2015 Spouses Common Stock 2,500 $0 11,000 I Spouses Holding
Officer Right to Buy $22.175 05/10/2013 M 3,000 01/14/2006 01/14/2015 Common Stock 3,000 $0 0 D
Stock Option $22.175 05/10/2013 M 3,000 01/14/2006 01/14/2015 Spouses Common Stock 3,000 $0 8,000 I Spouses Holding
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.60 to $30.90, inclusive. The reporting person undertakes to provide to McGrath RentCorp, any security holder of McGrath RentCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.60 to $30.81, inclusive. The reporting person undertakes to provide to McGrath RentCorp, any security holder of McGrath RentCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.7259 to $30.90, inclusive. The reporting person undertakes to provide to McGrath RentCorp, any security holder of McGrath RentCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.65 to $30.95, inclusive. The reporting person undertakes to provide to McGrath RentCorp, any security holder of McGrath RentCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.73 to $31.01, inclusive. The reporting person undertakes to provide to McGrath RentCorp, any security holder of McGrath RentCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.73 to $31.00, inclusive. The reporting person undertakes to provide to McGrath RentCorp, any security holder of McGrath RentCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) to this Form 4.
Randle Rose, POA for David Whitney 05/10/2013
** 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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