FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 * Dashner Kay 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) Vice President Human Resources (Last) (First) (Middle) 5700 LAS POSITAS ROAD 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2016 (Street) LIVERMORE, CA 94551 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 08/01/2013   P4 5 (1) A $ 32.98 7,437 D   Common Stock 11/01/2013   P4 24 (1) A $ 35.75 7,461 D   Common Stock 02/03/2014   P4 56 (1) A $ 36.12 7,517 D   Common Stock 05/01/2014   P4 76 (1) A $ 30.68 7,593 D   Common Stock 08/01/2014   P4 69 (1) A $ 34.06 7,662 D   Common Stock 11/03/2014   P4 65 (1) A $ 36.7 7,727 D   Common Stock 02/02/2015   P4 79 (1) A $ 30.39 7,806 D   Common Stock 05/01/2015   P4 79 (1) A $ 32.99 7,885 D   Common Stock 08/03/2015   P4 128 (1) A $ 25.07 8,013 D   Common Stock 11/02/2015   P4 107 (1) A $ 30.1 8,120 D   Common Stock 02/01/2016   P4 135 (1) A $ 24.09 8,255 D   Common Stock 05/02/2016   P4 142 (1) A $ 24.22 8,397 D   Common Stock 08/01/2016   P4 111 (1) (2) A $ 31.86 8,508 D   Common Stock 11/01/2016   P4 119 (1) (3) A $ 30.11 8,627 D Â

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

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SEC 2270 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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 at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dashner Kay 5700 LAS POSITAS ROAD LIVERMORE, CA 94551	Â	Â	  Vice President Human Resources	Â

Signatures

Randle F. Rose POA for Kay Dashner		02/14/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the purchase of McGrath RentCorp common stock paid for with the proceeds of cash dividends received by the reporting person from her holdings of McGrath RentCorp common stock.
(2)	The reporting person's purchase of McGrath RentCorp common stock reported on 8/1/2016 was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 111 shares, with the reporting person's sale of 2,817 shares of McGrath RentCorp common stock at a price of $39.0495 per share on 12/15/2016. The reporting person has paid to McGrath RentCorp $798.46, representing the full amount of the profit realized in connection with this short-swing transaction, less transaction costs.
(3)	The reporting person's purchase of McGrath RentCorp common stock reported on 11/1/2016 was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 119 shares, with the-reporting person's sale of 2,817 shares of McGrath RentCorp common stock at a price of $39.0495 per share on 12/15/2016. The reporting person has paid to McGrath RentCorp $1,059.03, representing the full amount of the profit realized in connection with this short-swing transaction, less transaction costs.

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