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SEC FORM 4 SEC Form 4
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*
Hawkins Philip B
(Last) (First) (Middle)
5700 LAS POSITAS ROAD
(Street)
LIVERMORE CA 94551
(City) (State) (Zip)
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
X Officer (give title below) Other (specify below)
VP & Division Manager
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 03/01/2018 M 1,400(4) A $0 7,390 D
Common Stock 03/01/2018 M 10,400 A $28.9 17,790 D
Common Stock 03/01/2018 M 16,425 A $32.64 34,215 D
Common Stock 03/01/2018 F 2,850 D $50.62 31,365 D
Common Stock 03/01/2018 D 16,529 D $50.62 14,836 D
Common Stock 03/02/2018 M 3,720(6) A $0 18,556 D
Common Stock 03/02/2018 F 906 D $50.57 17,650 D
Common Stock 03/05/2018 S 5,990(8) D $49.5449 11,660 D
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 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 03/01/2018 A 2,000 03/01/2019(1) 03/01/2025 Common Stock 2,000 $0 2,000 D
Restricted Stock Units(2) $0 03/01/2018 A 2,000 (3) 03/01/2025 Common Stock 2,000 $0 2,000 D
Restricted Stock Units $0 03/01/2018 M 1,400 (5) 02/25/2020 Common Stock 1,400 $0 0 D
Stock Appreciation Right $28.9 03/01/2018 M 10,400 02/25/2014 02/25/2020 Common Stock 10,400 $0 0 D
Stock Appreciation Right $32.64 03/01/2018 M 16,425 03/03/2015 03/03/2021 Common Stock 16,425 $0 5,475 D
Restricted Stock Units $0 03/02/2018 M 3,720 (7) 03/02/2022 Common Stock 3,720 $0 2,480 D
Explanation of Responses:
1. 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.
2. The RSUs are subject to a performance based vesting component at the end of a three-year performance period.
3. 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.
4. Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.
5. 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 March 1, 2018 and therefore such date is determined to be the date exercisable.
6. Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.
7. 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 March 2, 2018 and therefore such date is determined to be the date exercisable.
8. The 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.
Kay Dashner, POA for Philip B. Hawkins 03/05/2018
** 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).
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