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)
03/02/2015
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 03/02/2015 M 1,200(4) A $0 7,114 D
Common Stock 03/02/2015 M 602(5) A $0 7,716 D
Common Stock 03/02/2015 M 800(4) A $0 11,766 I Spouse's Holding
Common Stock 03/02/2015 M 3,120(4) A $0 14,886 I Spouse's Holding
Common Stock 03/02/2015 F 669 D $31.99 7,047 D
Common Stock 03/02/2015 F 1,476 D $31.99 13,410 I Spouse's 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
Restricted Stock Units(1) $0 03/02/2015 A 1,400 (2) 03/02/2022 Common Stock 1,400 $0 1,400 D
Stock Appreciation Right $31.99 03/02/2015 A 6,700 03/02/2016(3) 03/02/2022 Common Stock 6,700 $0 6,700 D
Restricted Stock Units(1) $0 03/02/2015 A 2,700 (2) 03/02/2022 Common Stock 2,700 $0 2,700 I Spouse's Holding
Stock Appreciation Right $31.99 03/02/2015 A 12,600 03/02/2016(3) 03/02/2022 Common Stock 12,600 $0 12,600 I Spouse's Holding
Restricted Stock Units $0 03/02/2015 M 1,200 03/02/2015(6) 02/26/2017 Common Stock 1,200 $0 0 D
Restricted Stock Units $0 03/02/2015 M 602 03/02/2015(6) 02/25/2018 Common Stock 602 $0 601 D
Restricted Stock Unit $0 03/02/2015 J(7) 1,400 (1) 03/02/2019 Common Stock 1,400 $0 0 D
Restricted Stock Units $0 03/02/2015 M 800 03/02/2015(6) 02/26/2017 Common Stock 4,000 $0 0 I Spouse's Holding
Restricted Stock Unit $0 03/02/2015(6) M 3,120 03/02/2015 03/02/2019 Common Stock 3,120 $0 2,080 I Spouse's Holding
Explanation of Responses:
1. The RSUs are subject to a performance based vesting component at the end of a three-year performance period.
2. Unless earlier forfeited under the terms of the performance based RSU, each RSU vests and converts into no less than 10% and no more than 200% of one share of McGrath RentCorp common stock. 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.
3. 20% vests on first anniversary of grant date; 5% vests each anniversary quarter thereafter.
4. Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.
5. Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 188% of one share of McGrath RentCorp common stock.
6. 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. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on March 2, 2015 and therefore such date is determined to be the date exercisable.
7. Forfeiture of performance based RSUs awarded on 3/2/2012.
Randle Rose, POA for David Whitney 03/04/2015
** 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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