Sec Form 4 Filing - Parks Westley @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Parks Westley 2. Issuer Name and Ticker or Trading Symbol Neff Corp [ NEFF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (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 ) 42,359 A 46,359 D Class A Common Stock 10/02/2017 D( 4 ) 46,359 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 ) 97,510 ( 3 ) 10/12/2020 Units 97,510 ( 1 ) ( 2 ) 0 D Neff Holdings LLC Units ( 1 ) ( 2 ) 10/02/2017 M( 1 )( 2 ) 97,510 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 97,510 ( 1 ) ( 2 ) 97,510 D Neff Holdings LLC Units ( 1 ) ( 2 ) 10/02/2017 F( 1 )( 2 ) 55,151 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 55,151 ( 1 ) ( 2 ) 42,359 D Neff Holdings LLC Units ( 1 ) ( 2 ) 10/02/2017 M( 1 )( 2 ) 42,359 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 42,359 ( 1 ) ( 2 ) 0 D Restricted Stock Units ( 7 ) 10/02/2017 D( 5 )( 6 ) 6,692 ( 7 ) ( 7 ) Class A Common Stock 6,692 ( 5 ) ( 6 ) 0 D Stock Options (right to buy) $ 14.75 10/02/2017 D( 8 )( 9 ) 13,424 ( 10 ) 12/12/2026 Class A Common Stock 13,424 ( 8 ) ( 9 ) 0 D Restricted Stock Units ( 11 ) 10/02/2017 D( 5 )( 6 ) 11,731 ( 11 ) ( 11 ) Class A Common Stock 11,731 ( 5 ) ( 6 ) 0 D Stock Options (right to buy) $ 8.03 10/02/2017 D( 8 )( 9 ) 18,157 ( 12 ) 12/02/2025 Class A Common Stock 18,157 ( 8 ) ( 9 ) 0 D Stock Options (right to buy) $ 8.03 10/02/2017 D( 13 ) 6,053 12/02/2016 12/02/2025 Class A Common Stock 6,053 ( 13 ) 0 D Stock Options (right to buy) $ 10.62 10/02/2017 D( 8 )( 9 ) 2,633 ( 14 ) 02/03/2025 Class A Common Stock 2,633 ( 8 ) ( 9 ) 0 D Stock Options (right to buy) $ 10.62 10/02/2017 D( 13 ) 2,633 ( 15 ) 02/03/2025 Class A Common Stock 2,633 ( 13 ) 0 D Stock Options (right to buy) $ 15 10/02/2017 D( 8 )( 9 ) 4,221 ( 14 ) 11/20/2024 Class A Common Stock 4,221 ( 8 ) ( 9 ) 0 D Stock Options (right to buy) $ 15 10/02/2017 D( 13 ) 4,221 ( 15 ) 11/20/2024 Class A Common Stock 4,221 ( 13 ) 0 D Restricted Stock Units ( 16 ) 10/02/2017 D( 5 )( 6 ) 2,702 ( 16 ) ( 16 ) Class A Common Stock 2,702 ( 5 ) ( 6 ) 0 D Restricted Stock Units ( 17 ) 10/02/2017 D( 5 )( 6 ) 4,367 ( 17 ) ( 17 ) Class A Common Stock 4,367 ( 5 ) ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parks Westley 3750 N.W. 87TH AVENUE, SUITE 400 MIAMI, FL33178 Chief Operating Officer 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. ( 5 )On October 2, 2017, pursuant to the URI Merger Agreement, all unvested restricted stock unit awards in respect of shares of the Issuer's Class A Common Stock ("Unvested RSUs") outstanding at the Effective Time (as defined in the URI Merger Agreement) were cancelled and in consideration for the cancellation of such Unvested RSUs, United Rentals, Inc. issued to the holders of such Unvested RSUs an award of time-vesting restricted stock units ("Substitute RSUs") relating to the number of shares of United Rentals, Inc. Common Stock equal to the product of ( 6 )(i) the number of shares of Issuer Class A Common Stock with respect to which such Unvested RSUs were unvested as of immediately prior to the Effective Time and (ii) the Exchange Ratio (as defined in the URI Merger Agreement), and which generally are subject to the same terms and conditions (including, without limitation, any time-based vesting schedule) as applied to the Unvested RSUs in respect of which such Substitute RSUs were granted, provided that any performance vesting condition was waived. ( 7 )Each Unvested RSU represented a contingent right to receive one share of Class A Common Stock. The Unvested RSUs would have cliff-vested on December 12, 2019, subject to continued employment (subject to certain acceleration triggers) and the achievement of certain performance criteria. ( 8 )On October 2, 2017, pursuant to the URI Merger Agreement, all unvested options to purchase shares of the Issuer's Class A Common Stock ("Unvested Options") outstanding as of the Effective Time (as defined in the URI Merger Agreement) were cancelled and in consideration for the cancellation of such Unvested Options, United Rentals, Inc. issued to the holders of such Unvested Options, options to purchase United Rentals, Inc. Common Stock ("Substitute Options") that have, and be subject to, the same terms and conditions as were applicable to the Unvested Options immediately prior to the Effective Time (including any vesting provisions), provided that ( 9 )(i) each Substitute Option is exercisable for that number of whole United Rentals, Inc. Common Stock equal to the product (rounded down to the nearest whole number) of (w) the number of shares of Issuer Class A Common Stock that were issuable upon the exercise of the Unvested Options (or portion thereof) in respect of which such Substitute Option was granted immediately prior to the Effective Time and (x) the Exchange Ratio (as defined in the URI Merger Agreement) and (ii) the per share exercise price for the United Rentals, Inc. Common Stock issuable upon exercise of such Substitute Option equals the quotient (rounded up to the nearest whole cent) of (y) the exercise price per share of Issuer Class A Common Stock applicable to the Unvested Options (or portion thereof) in respect of which such Substitute Option was granted immediately prior to the Effective Time and (z) the Exchange Ratio. ( 10 )The Unvested Options would have vested in four equal annual installments beginning on December 9, 2017. ( 11 )Each Unvested RSU represented a contingent right to receive one share of Class A Common Stock. The Unvested RSUs would have cliff-vested on December 2, 2018, subject to continued employment (subject to certain acceleration triggers) and the achievement of certain performance criteria. ( 12 )The Unvested Options would have vested in three equal annual installments beginning on December 2, 2017. ( 13 )On October 2, 2017, pursuant to the URI Merger Agreement, all vested options to purchase shares of the Issuer's Class A Common Stock ("Vested Options") outstanding and unexercised as of the Effective Time (as defined in the URI Merger Agreement) were cancelled and in consideration for the cancellation of such Vested Options, Parent shall cause the Issuer or one of its subsidiaries to pay to the holders of Vested Options an amount in cash within 10 days after October 2, 2017 (less applicable Tax withholdings) equal to the product of (i) the Merger Consideration (as defined in the URI Merger Agreement), minus the per share exercise price for the Class A Common Stock issuable under such Vested Options (or portion thereof), multiplied by (ii) the number of shares of Class A Common Stock subject to such Vested Options (or portion thereof) as of the Effective Time. ( 14 )The Unvested Options would have vested in two equal annual installments beginning on November 20, 2017. ( 15 )The Vested Options vested in two equal annual installments beginning on November 20, 2015. ( 16 )Each Unvested RSU represented a contingent right to receive one share of Class A Common Stock. The Unvested RSUs would have cliff-vested on February 3, 2018, subject to continued employment (subject to certain acceleration triggers) and the achievement of certain performance criteria. ( 17 )Each Unvested RSU represented a contingent right to receive one share of Class A Common Stock. The Unvested RSUs would have cliff-vested on November 20, 2017, subject to continued employment (subject to certain acceleration triggers) and the achievement of certain performance criteria.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.