SEC Form 4 · accession 0001246360-19-000947
MCGRATH RENTCORP · MGRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith E Pratt
Officer — Executive VP and CFO
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 8:00 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 | Feb 28, 2019 | M | 960 | $32.64 | A | 26,342 | D | |
| Common Stock | Feb 28, 2019 | M | 1,300 | $31.99 | A | 27,642 | D | |
| Common Stock | Feb 28, 2019 | M | 3,920 | $24.60 | A | 31,562 | D | |
| Common Stock | Feb 28, 2019 | M | 6,200 | $34.57 | A | 37,762 | D | |
| Common Stock | Feb 28, 2019 | F | 2,965 | $60.29 | D | 34,797 | D | |
| Common Stock | Feb 28, 2019 | D | 6,366 | $60.29 | D | 28,431 | D | |
| Common StockF3 | Mar 1, 2019 | M | 880 | $0.00 | A | 29,311 | D | |
| Common Stock | Mar 1, 2019 | F | 368 | $59.65 | D | 28,943 | D | |
| Common StockF4 | Mar 4, 2019 | S | 3,049 | $60.0349 | D | 25,894 | 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 | $0.00 | Feb 28, 2019 | A | 3,680 | A | Feb 28, 2020 | Feb 28, 2026 | Common Stock | 3,680 | 3,680 | D |
| Restricted Stock UnitsF2 | $0.00 | Feb 28, 2019 | A | 3,680 | A | — | Feb 28, 2026 | Common Stock | 3,680 | 3,680 | D |
| Stock Appreciation Right | $32.64 | Feb 28, 2019 | M | 960 | D | Mar 3, 2015 | Mar 3, 2021 | Common Stock | 960 | 960 | D |
| Stock Appreciation Right | $31.99 | Feb 28, 2019 | M | 1,300 | D | Mar 2, 2016 | Mar 2, 2022 | Common Stock | 1,300 | 6,500 | D |
| Stock Appreciation Right | $24.60 | Feb 28, 2019 | M | 3,920 | D | Mar 1, 2017 | Mar 1, 2023 | Common Stock | 3,920 | 35,280 | D |
| Stock Appreciation Right | $34.57 | Feb 28, 2019 | M | 6,200 | D | Mar 2, 2018 | Mar 2, 2024 | Common Stock | 6,200 | 20,800 | D |
| Restricted Stock Units | $0.00 | Mar 1, 2019 | M | 880 | D | Mar 1, 2019 | Mar 1, 2025 | Common Stock | 880 | 3,520 | D |
Explanation of responses
- F1The 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.
- F2Unless 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.
- F3The 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.00 to $60.13, 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 (4) to this Form 4.