Sec Form 4 Filing - CONTINENZA JAMES V @ Neff Corp - 2017-10-02

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 CONTINENZA JAMES V 2. Issuer Name and Ticker or Trading Symbol Neff Corp [ NEFF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3750 N.W. 87TH AVENUE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2017 (Street) MIAMI, FL33178 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 Class A Common Stock 10/02/2017 M( 1 )( 2 ) 14,990 A 40,890 D Class A Common Stock 10/02/2017 D( 4 ) 40,890 D $ 25 0 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 Neff Holdings LLC Unit Option (right to buy) $ 6.66 10/02/2017 M( 1 )( 2 ) 20,433 ( 3 ) 11/11/2020 Units 20,433 ( 1 ) ( 2 ) 0 D Neff Holdings LLC Units ( 1 ) ( 2 ) 10/02/2017 M( 1 )( 2 ) 20,433 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 20,433 ( 1 ) ( 2 ) 20,433 D Neff Holdings LLC Units ( 1 ) ( 2 ) 10/02/2017 F( 1 )( 2 ) 5,443 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 5,433 ( 1 ) ( 2 ) 14,990 D Neff Holdings LLC Units ( 1 ) ( 2 ) 10/02/2017 M( 1 )( 2 ) 14,990 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 14,990 ( 1 ) ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONTINENZA JAMES V 3750 N.W. 87TH AVENUE, SUITE 400 MIAMI, FL33178 X Signatures Name: /s/ Mark Irion, by power of attorney 10/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 2, 2017, pursuant to an Exchange Agreement (the "Exchange Agreement") by and among Neff Corporation (the "Issuer"), Neff Holdings LLC ("Holdings"), the holders of options ("LLC Optionsholders") to purchase common units of Holdings ("Neff Holdings LLC Units"), and Mark Irion, in his capacity as management representative, immediately prior to the Effective Time (as defined in the URI Merger Agreement, as defined below), all Neff Holdings LLC Units owned by the LLC Optionsholders, after giving effect to the exercise of the options to purchase Neff Holdings LLC Units held by the LLC Optionsholders (the "LLC Options Exercises"), were redeemed for shares of the Issuer's Class A Common Stock. ( 2 )In addition, pursuant to the Exchange Agreement, the number of Neff Holdings LLC Units the LLC Optionsholders received in the LLC Options Exercises was reduced by the number of Neff Holdings LLC Units having a value (equal to the Merger Consideration, as defined in the URI Merger Agreement) equal to the sum of the aggregate exercise price of the options to purchase Neff Holdings LLC Units being exercised by such LLC Optionsholder plus the minimum tax withholding required in connection with the exercise of the options to purchase Neff Holdings LLC Units held by such LLC Optionsholder (with such Neff Holdings LLC Units so withheld to pay such exercise price and tax withholding to be treated as if they were provided to the applicable LLC Optionsholder). ( 3 )The options to purchase Neff Holdings LLC Units were currently exercisable. ( 4 )On October 2, 2017, pursuant to the Plan of Merger (the "URI Merger Agreement"), by and among the Issuer, United Rentals (North America), Inc. ("Parent"), and UR Merger Sub III Corporation ("Merger Sub"), Merger Sub was merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of Parent, with each share of the Issuer's Class A Common Stock that was issued and outstanding prior to the Effective Time (as defined in the URI Merger Agreement) being cancelled and automatically converted into the right to receive $25.00 in cash, on the terms and subject to the conditions of the URI Merger Agreement.

Remarks: The acquisitions and dispositions reported in this Form 4 were approved by the Board of Directors of Neff Corporation in advance of such acquisitions and dispositions.

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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