Sec Form 4 Filing - Fahey John J @ UNITED RENTALS INC /DE - 2012-03-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Fahey John J
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)
VP- Controller
(Last) (First) (Middle)
C/O UNITED RENTALS, INC., FIVE GREENWICH OFFICE PARK
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2012
(Street)
GREENWICH, CT06831
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/13/2012 F 1,105 ( 1 ) D $ 43.26 24,893 D
Common Stock 03/14/2012 M 10,000 A $ 19.88 34,893 D
Common Stock 03/14/2012 M 20,000 A $ 3.375 54,893 D
Common Stock 03/14/2012 M 20,000 A $ 8.315 74,893 D
Common Stock 03/14/2012 S 60,844 D $ 42.6898 ( 2 ) 14,049 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option - Right to Buy $ 19.88 03/14/2012 M 10,000 ( 3 ) 09/06/2015 Common Stock 10,000 $ 0 0 D
Stock Option - Right to Buy $ 3.375 03/14/2012 M 20,000 ( 4 ) 03/12/2019 Common Stock 20,000 $ 0 0 D
Stock Option - Right to Buy $ 8.315 03/14/2012 M 20,000 ( 5 ) 03/10/2020 Common Stock 20,000 $ 0 10,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fahey John J
C/O UNITED RENTALS, INC.
FIVE GREENWICH OFFICE PARK
GREENWICH, CT06831
VP- Controller
Signatures
/s/ John J. Fahey 03/15/2012
Signature of Reporting Person Date
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 weighted average sale price for executed sale transactions on March 14, 2012. The range of prices for such transactions was from $42.38 to $42.92. The reporting person hereby undertakes, upon request by the Commission staff, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price within the range.
( 3 )In connection with an option award granted to the reporting person on September 6, 2005 and originally reported on Form 3, one-third of the option shares became exercisable on each of September 6, 2006, September 6, 2007 and September 6, 2008.
( 4 )In connection with an option award granted to the reporting person on March 13, 2009 and originally reported on Form 4, 10,000 of the option shares became exercisable on each of March 13, 2011 and March 13, 2012.
( 5 )In connection with an option award granted to the reporting person on March 11, 2010 and originally reported on Form 4, 10,000 of the option shares became exercisable on each of March 11, 2011 and March 11, 2012.

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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