SEC Form 4 · accession 0001246360-18-000977

MCGRATH RENTCORP · MGRC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Philip B Hawkins

Officer — VP & Division Manager

Period of report

Mar 1, 2018

Accepted (ET)

Mar 5, 2018 · 7:35 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
Common Stock^F4	Mar 1, 2018	M	1,400	$0.00	A	7,390	D
Common Stock	Mar 1, 2018	M	10,400	$28.90	A	17,790	D
Common Stock	Mar 1, 2018	M	16,425	$32.64	A	34,215	D
Common Stock	Mar 1, 2018	F	2,850	$50.62	D	31,365	D
Common Stock	Mar 1, 2018	D	16,529	$50.62	D	14,836	D
Common Stock^F6	Mar 2, 2018	M	3,720	$0.00	A	18,556	D
Common Stock	Mar 2, 2018	F	906	$50.57	D	17,650	D
Common Stock^F8	Mar 5, 2018	S	5,990	$49.5449	D	11,660	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 Units^F1	$0.00	Mar 1, 2018	A	2,000	A	Mar 1, 2019	Mar 1, 2025	Common Stock	2,000	2,000	D
Restricted Stock Units^F2,F3	$0.00	Mar 1, 2018	A	2,000	A	—	Mar 1, 2025	Common Stock	2,000	2,000	D
Restricted Stock Units^F5	$0.00	Mar 1, 2018	M	1,400	D	—	Feb 25, 2020	Common Stock	1,400	0	D
Stock Appreciation Right	$28.90	Mar 1, 2018	M	10,400	D	Feb 25, 2014	Feb 25, 2020	Common Stock	10,400	0	D
Stock Appreciation Right	$32.64	Mar 1, 2018	M	16,425	D	Mar 3, 2015	Mar 3, 2021	Common Stock	16,425	5,475	D
Restricted Stock Units^F7	$0.00	Mar 2, 2018	M	3,720	D	—	Mar 2, 2022	Common Stock	3,720	2,480	D

Explanation of responses

F1The 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.
F2The RSUs are subject to a performance based vesting component at the end of a three-year performance period.
F3Unless 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.
F4Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.
F5The 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 1, 2018 and therefore such date is determined to be the date exercisable.
F6Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.
F7The 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, 2018 and therefore such date is determined to be the date exercisable.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.40 to $49.8301, inclusive. The reporting person undertakes to provide to McGrath RentCorp, any security holder of McGrath RentCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (8) to this Form 4.