SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c),
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
UNITED RENTALS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of class of securities)
911363 10 9
(CUSIP number)
December 31, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[x] Rule 13d-1(d)
Continued on Following Pages (Page 1 of 6 Pages)
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bradley S. Jacobs
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(For questions 5-8, report the number of shares beneficially owned by each
reporting person with:)
5. SOLE VOTING POWER
15,143,043
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
15,143,043
8. SHARED DISPOSITIVE POWER
2,943,292
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,086,335
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.9%
12. TYPE OF REPORTING PERSON*
IN
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Item 1(a). Name of Issuer:
United Rentals, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
Five Greenwich Office Park, Greenwich, Connecticut 06830
Item 2(a). Name of Person Filing:
Bradley S. Jacobs
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o United Rentals, Inc., Five Greenwich Office Park, Greenwich,
Connecticut 06830
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
911363 10 9
Item 3. Identification of Persons filing pursuant to Rules 13d-1(b), or
13d-2(b) or (c):
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned:
Bradley S. Jacobs (a founder of the Company and its Chairman and Chief
Executive Officer) beneficially owns (as of December 31, 2001) an aggregate of
18,086,335 shares of Common Stock. These shares are comprised of (i) 7,193,043
outstanding shares held by Mr. Jacobs or by limited liability companies which he
controls (including 800,000 restricted shares subject to vesting), (ii)
5,000,000 shares that may be acquired pursuant to currently exercisable warrants
held by Mr. Jacobs or by limited liability companies which he controls, (iii)
2,950,000 shares that may be acquired pursuant to currently exercisable options
held by Mr. Jacobs and (iv) 1,793,291 outstanding shares held by others and
1,150,001 shares that others may acquire pursuant to currently exercisable
warrants held by them. As described in the following paragraph, Mr. Jacobs has
certain contractual rights to control the disposition of the shares held by
others described in clause (iv) above and, consequently, is deemed to be a
"beneficial owner" of such shares for purposes of Rule 13d-3 of the Securities
Exchange Act of 1934.
Prior to the Company's initial public offering, the Company sold shares and
warrants to certain of its officers and employees. These securities are referred
to as the "Private Placement Securities." The shares and warrants described in
clause (iv) of the preceding paragraph are
CUSIP NO. 911363 10 9
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Private Placement Securities held by certain officers or employees of the
Company. Each holder of these securities has entered into an agreement with Mr.
Jacobs and the Company which provides that (1) if Mr. Jacobs (or any other
person or entity which Mr. Jacobs may designate as his affiliate for purposes of
the agreement) sells any Private Placement Securities that he beneficially owns
in a commercial, non-charitable transaction, then Mr. Jacobs is required to use
his best efforts to sell (and has the right to sell subject to certain
exceptions) on behalf of each such holder a pro rata portion of each such
holder's Private Placement Securities at then prevailing prices. Such provision
terminates, depending on the individual, in September or October 2002.
(b) Percent of Class
21.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
15,143,043
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
15,143,043
(iv) Shared power to dispose or to direct the disposition of:
2,943,292
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
As described under Item 4 above, for purposes of Rule 13d-3 of the
Securities Exchange Act of 1934, Mr. Jacobs is deemed to be the "beneficial
owner" of certain securities held by others. Mr. Jacobs has no pecuniary
interest in these securities and, accordingly, any dividends paid in respect of,
and all proceeds from the disposition of, these securities held by others will
be paid to the record owners of these securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
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Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certifications:
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 30, 2002
/s/ Bradley S. Jacobs
-----------------------------
Bradley S. Jacobs