Sec Form 4 Filing - Whitney David M @ MCGRATH RENTCORP - 2020-02-27

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 LAS POSITAS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2020
(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 02/28/2020 M 416 A $ 0 6,301 D
Common Stock 02/28/2020 M 556 A $ 0 11,552 I Spouse's Holding
Common Stock 02/28/2020 F 273 D $ 69.45 11,279 I Spouse's Holding
Common Stock 02/28/2020 F 206 D $ 69.45 6,095 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 Units $ 0 02/27/2020 A 1,070 02/27/2021( 1 ) 02/27/2027 Common Stock 1,070 $ 0 1,070 D
Restricted Stock Units $ 0 02/27/2020 A 1,560 02/27/2021( 1 ) 02/27/2027 Common Stock 1,560 $ 0 1,560 I Spouse's Holding
Restricted Stock Units $ 0 02/27/2020 A 1,070 02/27/2023( 2 ) 02/27/2027 Common Stock 1,070 $ 0 1,070 D
Restricted Stock Units $ 0 02/27/2020 A 1,560 02/27/2023( 2 ) 02/27/2027 Common Stock 1,560 $ 0 1,560 I Spouse's Holding
Restricted Stock Units $ 0 02/28/2020 M 416 02/28/2020( 1 ) 02/28/2026 Common Stock 416 $ 0 834 D
Restricted Stock Units $ 0 02/28/2020 M 556 02/28/2020( 1 ) 02/28/2026 Common Stock 556 $ 0 1,114 I Spouse's Holding
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whitney David M
5700 LAS POSITAS ROAD
LIVERMORE, CA94551
VP, Controller, PAO
Signatures
Kay Dashner, POA for David Whitney 03/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 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.

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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