SEC Form 4 · accession 0001246360-15-001355
MCGRATH RENTCORP · MGRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randle F Rose
Officer — SVP and CAO
Period of report
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 9:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000752714
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4 | Mar 2, 2015 | M | 1,200 | $0.00 | A | 7,781 | D | |
| Common StockF5 | Mar 2, 2015 | M | 1,128 | $0.00 | A | 8,909 | D | |
| Common Stock | Mar 2, 2015 | F | 872 | $31.99 | D | 8,037 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | $0.00 | Mar 2, 2015 | A | 2,700 | A | — | Mar 2, 2022 | Common Stock | 2,700 | 2,700 | D |
| Stock Appreciation RightF3 | $31.99 | Mar 2, 2015 | A | 12,600 | A | Mar 2, 2016 | Mar 2, 2022 | Common Stock | 12,600 | 12,600 | D |
| Restricted Stock UnitsF6 | $0.00 | Mar 2, 2015 | M | 1,200 | D | Mar 2, 2015 | Feb 26, 2017 | Common Stock | 1,200 | 0 | D |
| Restricted Stock UnitsF6 | $0.00 | Mar 2, 2015 | M | 1,128 | D | Mar 2, 2015 | Feb 25, 2018 | Common Stock | 1,128 | 1,128 | D |
| Restricted Stock UnitF1 | $0.00 | Mar 2, 2015 | J | 2,700 | D | — | Mar 2, 2019 | Common Stock | 2,700 | 0 | D |
Explanation of responses
- F1The RSUs are subject to a performance based vesting component at the end of a three-year performance period.
- F2Unless earlier forfeited under the terms of the performance based RSU, each RSU vests and converts into no less than 10% and no more than 200% of one share of McGrath RentCorp common stock. 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.
- F320% vests on first anniversary of grant date; 5% vests each anniversary quarter thereafter.
- F4Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.
- F5Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 188% of one share of McGrath RentCorp common stock.
- F6The 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, 2015 and therefore such date is determined to be the date exercisable.
- F7Forfeiture of performance based RSUs awarded on 3/2/2012.