Sec Form 4 Filing - Skenesky John P @ MCGRATH RENTCORP - 2020-03-02

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 Skenesky John P 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) 5700 LAS POSITAS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2020 (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 03/02/2020 M 3,240 A $ 0 ( 1 ) 8,064 D Common Stock 03/02/2020 M 340 A $ 0 8,404 D Common Stock 03/02/2020 F 872 D $ 70.68 7,532 D Common Stock 03/03/2020 M 630 A $ 31.99 8,162 D Common Stock 03/03/2020 M 750 A $ 34.57 8,912 D Common Stock 03/03/2020 M 1,905 A $ 24.6 10,817 D Common Stock 03/03/2020 F 481 D $ 70.68 10,336 D Common Stock 03/03/2020 D 1,317 D $ 70.68 9,019 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 03/02/2020 M 3,240 ( 2 ) 03/02/2024 Common Stock 3,240 $ 0 2,160 D Restricted Stock Units $ 0 03/02/2020 M 340 ( 3 ) 03/01/2025 Common Stock 340 $ 0 1,020 D Stock Appreciation Right $ 31.99 03/03/2020 M 630 03/02/2016 03/02/2022 Common Stock 630 $ 0 0 D Stock Appreciation Right $ 24.6 03/03/2020 M 1,905 03/01/2017 03/01/2023 Common Stock 1,905 $ 0 7,620 D Stock Appreciation Right $ 34.57 03/03/2020 M 750 03/02/2018 03/02/2024 Common Stock 750 $ 0 6,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Skenesky John P 5700 LAS POSITAS ROAD LIVERMORE, CA94551 VP and Division Manager Signatures Kay Dashner, POA for John P. Skenesky 03/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock. ( 2 )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. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on March 2, 2020 and therefore such date is determined to be the date exercisable. ( 3 )The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on March 2, 2020 and therefore such date is determined to be the date exercisable.

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).

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