Sec Form 4 Filing - Porter Stuart Templeton @ MCGRATH RENTCORP - 2023-02-01

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 Porter Stuart Templeton 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 and Division Manager (Last) (First) (Middle) C/O MCGRATH RENTCORP, 5700 LAS POSITAS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2023 (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 02/01/2023 M 200 A $ 0 1,382 D Common Stock 02/01/2023 M 256 A $ 0 1,638 D Common Stock 02/01/2023 M 213 A $ 0 1,851 D Common Stock 02/01/2023 M 710 A $ 0 2,561 D Common Stock 02/01/2023 M 237 A $ 0 2,798 D Common Stock 02/01/2023 F 472 D $ 98.42 2,326 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 Restricted Stock Unit $ 0 02/01/2023 M 200 ( 1 ) 03/01/2025 Common Stock 200 $ 0 0 D Restricted Stock Unit $ 0 02/01/2023 M 256 ( 2 ) 02/25/2029 Common Stock 256 $ 0 514 D Restricted Stock Unit $ 0 02/01/2023 J( 3 ) 514 ( 4 ) 02/25/2029 Common Stock 514 $ 0 0 D Restricted Stock Unit $ 0 02/01/2023 M 213 ( 2 ) 02/25/2028 Common Stock 213 $ 0 214 D Restricted Stock Unit $ 0 02/01/2023 J( 5 ) 214 ( 11 ) 02/25/2028 Common Stock 214 $ 0 0 D Restricted Stock Unit $ 0 02/01/2023 M 710 ( 6 ) 02/27/2027 Common Stock 710 $ 0 0 D Restricted Stock Unit $ 0 02/01/2023 M 237 ( 2 ) 02/27/2027 Common Stock 237 $ 0 0 D Restricted Stock Unit $ 0 02/01/2023 J( 7 ) 640 ( 8 ) 02/25/2028 Common Stock 640 $ 0 0 D Restricted Stock Unit $ 0 02/01/2023 J( 9 ) 770 ( 10 ) 02/25/2029 Common Stock 770 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Porter Stuart Templeton C/O MCGRATH RENTCORP 5700 LAS POSITAS ROAD LIVERMORE, CA94551 VP and Division Manager Signatures Tara Wescott, POA for Stuart Porter 02/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the sale of the Adler business, as disclosed in the Current Report on Form 8K filed with the Securities and Exchange Commission on February 1, 2023 (the Adler Transaction), the tranche of restricted stock unit subject to this grant which would have vested in March 2023 was accelerated and deemed vested as of the closing date of the Adler Transaction. Each restricted stock unit represents a right to receive one share of McGrath RentCorp common stock or an amount equal to the fair market value of the McGrath RentCorp common stock underlying the unit on the vesting date. ( 2 )In connection with the sale of the Adler business, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2023 (the Adler Transaction), the tranche of restricted stock unit subject to this grant which would have vested in February 2023 was accelerated and deemed vested as of the closing date of the Adler Transaction. Each restricted stock unit represents a right to receive one share of McGrath RentCorp common stock or an amount equal to the fair market value of the McGrath RentCorp common stock underlying the unit on the vesting date. ( 3 )Forfeiture of service based RSUs awarded on 2/25/2022. ( 4 )The unvested balance of the service based RSUs awarded on 2/25/2022 is forfeited in connection with the sale of the Adler business, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2023. ( 5 )Forfeiture of service based RSUs awarded on 2/25/2021. ( 6 )In connection with the sale of the Adler business, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2023, 100% of this performance based restricted stock unit was accelerated and deemed achieved at target for years 2020, 2021 and 2022. Each performance based RSU converts into one share of McGrath RentCorp common stock. ( 7 )Forfeiture of performance based RSUs awarded on 2/25/2021. ( 8 )The unvested balance of the performance based RSUs awarded on 2/25/2021 is forfeited in connection with the sale of the Adler business, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2023. ( 9 )Forfeiture of performance based RSUs awarded on 2/25/2022. ( 10 )The unvested balance of the performance based RSUs awarded on 2/25/2022 is forfeited in connection with the sale of the Adler business, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2023. ( 11 )The unvested balance of the service based RSUs awarded on 2/25/2021 is forfeited in connection with the sale of the Adler business, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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