SEC Form 4 · accession 0001246360-18-000980
MCGRATH RENTCORP · MGRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Whitney
Officer — VP, Controller, PAO
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 7:49 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 Stock | Mar 1, 2018 | M | 470 | $28.90 | A | 9,416 | D | |
| Common Stock | Mar 1, 2018 | M | 3,500 | $32.64 | A | 12,916 | D | |
| Common Stock | Mar 1, 2018 | M | 890 | $28.90 | A | 17,978 | I | Spouse's Holding |
| Common Stock | Mar 1, 2018 | M | 6,500 | $32.64 | A | 24,478 | I | Spouse's Holding |
| Common StockF4 | Mar 1, 2018 | M | 1,160 | $0.00 | A | 25,638 | I | Spouse's Holding |
| Common Stock | Mar 1, 2018 | F | 497 | $50.62 | D | 12,419 | D | |
| Common Stock | Mar 1, 2018 | D | 2,526 | $50.62 | D | 9,893 | D | |
| Common Stock | Mar 1, 2018 | F | 932 | $50.62 | D | 24,706 | I | Spouse's Holding |
| Common Stock | Mar 1, 2018 | D | 4,701 | $50.62 | D | 20,005 | I | Spouse's Holding |
| Common Stock | Mar 1, 2018 | F | 402 | $49.96 | D | 19,603 | I | Spouse's Holding |
| Common StockF6 | Mar 2, 2018 | M | 1,782 | $0.00 | A | 21,385 | I | Spouse's Holding |
| Common Stock | Mar 2, 2018 | F | 618 | $50.57 | D | 20,767 | I | Spouse's Holding |
| Common StockF10 | Mar 5, 2018 | S | 2,457 | $49.8472 | D | 18,310 | I | Spouse's Holding |
| Common StockF11 | Mar 5, 2018 | S | 500 | $50.601 | D | 17,810 | I | Spouse's Holding |
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 | $0.00 | Mar 1, 2018 | A | 1,000 | A | Mar 1, 2019 | Mar 1, 2025 | Common Stock | 1,000 | 1,000 | D |
| Restricted Stock UnitsF2,F3 | $0.00 | Mar 1, 2018 | A | 1,000 | A | — | Mar 1, 2025 | Common Stock | 1,000 | 1,000 | D |
| Restricted Stock UnitsF1 | $0.00 | Mar 1, 2018 | A | 1,900 | A | Mar 1, 2019 | Mar 1, 2025 | Common Stock | 1,900 | 1,900 | I |
| Restricted Stock UnitsF2,F3 | $0.00 | Mar 1, 2018 | A | 1,900 | A | — | Mar 1, 2025 | Common Stock | 1,900 | 1,900 | I |
| Stock Appreciation Right | $28.90 | Mar 1, 2018 | M | 470 | D | Feb 25, 2014 | Feb 25, 2020 | Common Stock | 470 | 0 | D |
| Stock Appreciation Right | $32.64 | Mar 1, 2018 | M | 3,500 | D | Mar 3, 2015 | Mar 3, 2021 | Common Stock | 3,500 | 1,400 | D |
| Stock Appreciation Right | $28.90 | Mar 1, 2018 | M | 890 | D | Feb 25, 2014 | Feb 25, 2020 | Common Stock | 890 | 0 | I |
| Stock Appreciation Right | $32.64 | Mar 1, 2018 | M | 6,500 | D | Mar 3, 2015 | Mar 3, 2021 | Common Stock | 6,500 | 2,800 | I |
| Restricted Stock UnitsF5 | $0.00 | Mar 1, 2018 | M | 1,160 | D | — | Feb 25, 2020 | Common Stock | 1,160 | 0 | I |
| Restricted Stock UnitsF7 | $0.00 | Mar 2, 2018 | M | 1,782 | D | — | Mar 2, 2015 | Common Stock | 1,782 | 1,188 | I |
| Restricted Stock UnitsF9 | $0.00 | Mar 2, 2018 | J | 1,400 | D | — | Mar 2, 2022 | Common Stock | 1,400 | 0 | 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.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.50 to $50.495, 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 (10) to this Form 4.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.595 to $50.625, 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 (11) to this Form 4.
- 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 110% 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.
- F8Forfeiture of performance based RSUs awarded on 3/2/2015.
- F9The RSUs are subject to a performance based vesting component at the end of a three-year performance period.