Sec Form 4 Filing - Flannery Matthew John @ UNITED RENTALS INC /DE - 2017-11-08

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 Flannery Matthew John 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) EVP & Chief Operating Officer (Last) (First) (Middle) C/O UNITED RENTALS, INC., 100 FIRST STAMFORD PLACE, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2017 (Street) STAMFORD, CT06902 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 11/08/2017 M 9,602 A $ 41.25 31,243 D Common Stock 11/08/2017 S 9,602 D $ 147.4366 ( 1 ) 21,641 D Common Stock 11/08/2017 M 12,722 A $ 53.78 34,363 D Common Stock 11/08/2017 S 12,722 D $ 147.4366 ( 1 ) 21,641 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 $ 41.25 11/08/2017 M 9,602 ( 2 ) 02/16/2022 Common Stock 9,602 $ 0 0 D Stock Option - Right to Buy $ 53.78 11/08/2017 M 12,722 ( 3 ) 03/07/2023 Common Stock 12,722 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flannery Matthew John C/O UNITED RENTALS, INC. 100 FIRST STAMFORD PLACE, SUITE 700 STAMFORD, CT06902 EVP & Chief Operating Officer Signatures /s/ Alison M. Walsh, attorney-in-fact 11/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents weighted average sale price for executed sale transactions on November 8, 2017. The range of prices for such transactions was from $147.05 to $147.77. 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. ( 2 )In connection with an option award granted to the reporting person on February 16, 2012, and previously reported on Form 4, 3,201 of the option shares became exercisable on each of February 16, 2013 and February 16, 2015 and 3,200 of the option shares became exercisable on February 16, 2014. ( 3 )In connection with an option award granted to the reporting person on March 7, 2013, and previously reported on Form 4, 4,241 of the option shares became exercisable on each of March 7, 2014 and March 7, 2016 and 4,240 of the option shares became exercisable on March 7, 2015.

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).

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