| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MCGRATH RENTCORP [ MGRC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/01/2021 | M | 240 | A | $0 | 6,191 | D | |||
| Common Stock | 03/01/2021 | M | 2,400(5) | A | $0 | 8,591 | D | |||
| Common Stock | 03/01/2021 | M | 670 | A | $0 | 9,261 | D | |||
| Common Stock | 03/01/2021 | F | 1,238 | D | $78.58 | 8,023 | D | |||
| Common Stock | 03/02/2021 | M | 1,375 | A | $31.99 | 9,398 | D | |||
| Common Stock | 03/02/2021 | M | 880 | A | $34.57 | 10,278 | D | |||
| Common Stock | 03/02/2021 | M | 640 | A | $0 | 10,918 | D | |||
| Common Stock | 03/02/2021 | M | 2,000 | A | $24.6 | 12,918 | D | |||
| Common Stock | 03/02/2021 | F | 1,151 | D | $78.58 | 11,767 | D | |||
| Common Stock | 03/02/2021 | D | 1,575 | D | $78.58 | 10,192 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $0 | 03/01/2021 | M | 2,400 | (1) | 03/01/2025 | Common Stock | 2,400 | $0 | 0 | D | ||||
| Restricted Stock Units | $0 | 03/01/2021 | M | 240 | (2) | 03/01/2025 | Common Stock | 240 | $0 | 480 | D | ||||
| Restricted Stock Units | $0 | 03/01/2021 | M | 670 | (3) | 02/28/2026 | Common Stock | 670 | $0 | 671 | D | ||||
| Stock Appreciation Right | $31.99 | 03/02/2021 | M | 1,375 | 03/02/2016 | 03/02/2022 | Common Stock | 1,375 | $0 | 0 | D | ||||
| Stock Appreciation Right | $34.57 | 03/02/2021 | M | 880 | 03/02/2018 | 03/02/2024 | Common Stock | 880 | $0 | 2,200 | D | ||||
| Stock Appreciation Right | $24.6 | 03/02/2021 | M | 2,000 | 03/01/2017 | 03/01/2023 | Common Stock | 2,000 | $0 | 7,045 | D | ||||
| Restricted Stock Units | $0 | 03/02/2021 | M | 640 | (4) | 03/02/2024 | Common Stock | 640 | $0 | 640 | D | ||||
| Explanation of Responses: |
| 1. Unless 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. |
| 2. The 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. |
| 3. The 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. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on March 1, 2021 and therefore such date is determined to be the date exercisable. |
| 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. 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. |
| 5. Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock. |
| Kay Dashner | 03/03/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||