Edgar Filing: Whitney David M

Ownership Submission

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 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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3235-0287

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(Print or Type Responses)

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
_____ Officer (give title below)	_____ Other (specify below)
VP, Controller, PAO

(Last)

(First)

(Middle)

5700 LAS POSITAS ROAD

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

(Street)

LIVERMORE, CA 94551

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2019		M		735	A	$ 32.64	9,681	D
Common Stock	02/28/2019		M		1,005	A	$ 31.99	10,686	D
Common Stock	02/28/2019		M		3,015	A	$ 24.6	13,701	D
Common Stock	02/28/2019		M		2,800	A	$ 34.57	16,501	D
Common Stock	02/28/2019		M		1,395	A	$ 32.64	15,526	I	Spouse's Holding
Common Stock	02/28/2019		M		1,890	A	$ 31.99	17,416	I	Spouse's Holding
Common Stock	02/28/2019		M		5,715	A	$ 24.6	23,131	I	Spouse's Holding
Common Stock	02/28/2019		M		5,845	A	$ 34.57	28,976	I	Spouse's Holding
Common Stock	02/28/2019		F		1,935	D	$ 60.29	14,566	D
Common Stock	02/28/2019		D		3,769	D	$ 60.29	10,797	D
Common Stock	02/28/2019		F		3,826	D	$ 60.29	25,150	I	Spouse's Holding
Common Stock	02/28/2019		D		7,443	D	$ 60.29	17,707	I	Spouse's Holding
Common Stock	03/01/2019		M		200 ⁽³⁾	A	$ 0	10,997	D
Common Stock	03/01/2019		M		380 ⁽³⁾	A	$ 0	18,087	I	Spouse's Holding
Common Stock	03/01/2019		F		84	D	$ 59.65	10,913	D
Common Stock	03/01/2019		F		132	D	$ 59.65	17,955	I	Spouse's Holding

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

02/28/2019

1,250

02/28/2020⁽¹⁾

02/28/2026

Common Stock

1,250

$ 0

1,250

Restricted Stock Units

$ 0

02/28/2019

1,250

⁽²⁾

02/28/2026

Common Stock

1,250

$ 0

1,250

Restricted Stock Units

$ 0

02/28/2019

1,670

02/28/2020⁽¹⁾

02/28/2026

Common Stock

1,670

$ 0

1,670

Spouse's Holding

Restricted Stock Units

$ 0

02/28/2019

1,670

⁽²⁾

02/28/2026

Common Stock

1,670

$ 0

1,670

Spouse's Holding

Stock Appreciation Right

$ 32.64

02/28/2019

735

03/03/2015

03/03/2021

Common Stock

735

$ 0

245

Stock Appreciation Right

$ 31.99

02/28/2019

1,005

03/02/2016

03/02/2022

Common Stock

1,005

$ 0

1,675

Stock Appreciation Right

$ 24.6

02/28/2019

3,015

03/01/2017

03/01/2023

Common Stock

3,015

$ 0

9,045

Stock Appreciation Right

$ 34.57

02/28/2019

2,800

03/02/2018

03/02/2024

Common Stock

2,800

$ 0

5,200

Stock Appreciation Right

$ 32.64

02/28/2019

1,395

03/03/2015

03/03/2021

Common Stock

1,395

$ 0

465

Spouse's Holding

Stock Appreciation Right

$ 31.99

02/28/2019

1,890

03/02/2016

03/02/2022

Common Stock

1,890

$ 0

3,150

Spouse's Holding

Stock Appreciation Right

$ 24.6

02/28/2019

5,715

03/01/2017

03/01/2023

Common Stock

5,715

$ 0

17,145

Spouse's Holding

Stock Appreciation Right

$ 34.57

02/28/2019

5,845

03/02/2018

03/02/2024

Common Stock

5,845

$ 0

10,855

Spouse's Holding

Restricted Stock Units

$ 0

03/01/2019

200

03/01/2019

03/01/2025

Common Stock

200

$ 0

800

Restricted Stock Units

$ 0

03/01/2019

380

03/19/2019

03/01/2025

Common Stock

380

$ 0

1,520

Spouse's Holding

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Whitney David M 5700 LAS POSITAS ROAD LIVERMORE, CA 94551			VP, Controller, PAO

Signatures

Kay Dashner, POA for David Whitney		03/04/2019
^**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)	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.
(3)	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.

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