Sec Form 4 Filing - Whitney David M @ MCGRATH RENTCORP - 2021-03-01

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
Whitney David M
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
(Last) (First) (Middle)
5700 LOS POSITAS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2021
(Street)
LIVERMORE, CA94551
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 03/01/2021 M 200 A $ 0 2,295 D
Common Stock 03/01/2021 M 2,000 ( 7 ) A $ 0 4,295 D
Common Stock 03/01/2021 M 519 A $ 0 3,305 I Spouse's Holding
Common Stock 03/01/2021 M 417 A $ 0 4,712 D
Common Stock 03/01/2021 M 356 A $ 0 5,068 D
Common Stock 03/01/2021 M 380 A $ 0 3,685 I Spouse's Holding
Common Stock 03/01/2021 M 557 A $ 0 4,242 I Spouse's Holding
Common Stock 03/01/2021 F 749 D $ 78.58 3,493 I Spouse's Holding
Common Stock 03/01/2021 F 1,518 D $ 78.58 3,550 D
Common Stock 03/02/2021 M 1,200 A $ 0 4,693 I Spouse's Holding
Common Stock 03/02/2021 M 560 A $ 0 4,110 D
Common Stock 03/02/2021 F 290 D $ 76.9 3,820 D
Common Stock 03/02/2021 F 620 D $ 76.9 4,073 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 (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
Restricted Stock Units $ 0 03/01/2021 M 200 ( 1 ) 03/01/2025 Common Stock 200 $ 0 400 D
Restricted Stock Units $ 0 03/01/2021 M 2,000 ( 2 ) 03/01/2025 Common Stock 2,000 $ 0 0 D
Restricted Stock Units $ 0 03/01/2021 J( 3 ) 1,900 ( 4 ) 03/01/2025 Common Stock 1,900 $ 0 0 I Spouse's Holding
Restricted Stock Units $ 0 03/01/2021 M 380 ( 1 ) 03/01/2025 Common Stock 380 $ 0 760 I Spouse's Holding
Restricted Stock Units $ 0 03/01/2021 M 557 ( 5 ) 02/28/2026 Common Stock 557 $ 0 557 I Spouse's Holding
Restricted Stock Units $ 0 03/01/2021 M 417 ( 5 ) 02/28/2026 Common Stock 417 $ 0 417 D
Restricted Stock Units $ 0 03/01/2021 M 356 ( 5 ) 02/27/2027 Common Stock 356 $ 0 714 D
Restricted Stock Units $ 0 03/01/2021 M 519 ( 5 ) 02/27/2027 Common Stock 519 $ 0 1,041 I Spouse's Holding
Restricted Stock Units $ 0 03/02/2017 M 560 ( 6 ) 03/02/2024 Common Stock 560 $ 0 560 D
Restricted Stock Units $ 0 03/02/2017 M 1,200 ( 6 ) 03/02/2024 Common Stock 1,200 $ 0 1,200 I Spouse's Holding
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whitney David M
5700 LOS POSITAS ROAD
LIVERMORE, CA94551
VP, Controller, PAO
Signatures
Keith Pratt, POA for David Whitney 03/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The restricted stock unit vests 20% on each anniversary of the grant date until fully vested. Each unit represents a right to receive one share of common stock or an amount equal to the fair market value of the Common Stock underlying the unit on the vesting date. The Company may, in its sole discretion, make cash payment in lieu of the issuance of Common Stock.
( 2 )Unless earlier forfeited under the terms of the performance based RSU, each RSU vests and converts into no less than 50% and no more than 200% of one share of McGrath RentCorp common stock. The RSUs vest 100% at the end of the three-year performance period if the performance goal is satisfied.
( 3 )Forfeiture of performance based RSUs awarded on 3/1/2018.
( 4 )The RSUs are subject to a performance based vesting component at the end of a three-year performance period.
( 5 )The restricted stock unit shall vest as follows: 33% on the first annual anniversary of the grant; 33% on the second annual anniversary of the grant; and 34% on the third annual anniversary of the grant. Each restricted stock unit represents a right to receive one share of common stock or an amount equal to the fair market value of the common stock underlying the unit on the vesting date. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on March 1, 2021 and therefore such date is determined to be the date exercisable.
( 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. Each unit represents a right to receive one share of common stock or an amount equal to the fair market value of the Common Stock underlying the unit on the vesting date. The Company may, in its sole discretion, make cash payment in lieu of the issuance of Common Stock.
( 7 )Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.

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