Edgar Filing: MCGRATH RENTCORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

VAN TREASE KRISTINA

2. Issuer Name and Ticker or Trading Symbol
MCGRATH RENTCORP [MGRC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
VP & Division Manager

(Last)

(First)

(Middle)

5700 LAS POSITAS ROAD

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016

(Street)

LIVERMORE, CA 94551

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/29/2016		M		3,480 ⁽²⁾	A	$ 0	16,890	D
Common Stock	02/29/2016		M		601 ⁽³⁾	A	$ 0	7,648	I	Spouse's Holding
Common Stock	02/29/2016		F		1,302	D	$ 24.6	15,588	D
Common Stock	02/29/2016		F		264	D	$ 24.6	7,384	I	Spouse's Holding

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Right

$ 24.6

02/29/2016

38,100

03/01/2017⁽¹⁾

03/01/2023

Common Stock

38,100

$ 0

38,100

Stock Appreciation Right

$ 24.6

02/29/2016

20,100

03/01/2017⁽¹⁾

03/01/2023

Common Stock

20,100

$ 0

20,100

Spouse's Holding

Restricted Stock Units

$ 0

02/29/2016

3,480

⁽⁴⁾

02/25/2020

Common Stock

3,480

$ 0

2,320

Restricted Stock Units

$ 0

02/29/2016

J⁽⁵⁾

1,600

⁽⁶⁾

02/25/2020

Common Stock

1,600

$ 0

Spouse's Holding

Restricted Stock Units

$ 0

02/29/2016

601

⁽⁴⁾

02/25/2018

Common Stock

601

$ 0

Spouse's Holding

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VAN TREASE KRISTINA 5700 LAS POSITAS ROAD LIVERMORE, CA 94551			VP & Division Manager

Signatures

Randle F. Rose POA for Kristina Van Trease		03/02/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	20% vests on first anniversary of grant date; 5% vests each anniversary quarter thereafter.
(2)	Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.
(3)	Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 188% of one share of McGrath RentCorp common stock.
(4)	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. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on February 29, 2016 and therefore such date is determined to be the date exercisable.
(5)	Forfeiture of performance based RSUs awarded on 2/25/2013.
(6)	The RSUs are subject to a performance based vesting component at the end of a three-year performance period.

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