Trease Kristina Van Form 4 MCGRATH RENTCORP / TREASE KRISTINA VAN ownership change

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^*

VAN TREASE KRISTINA

(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)
02/28/2019

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	02/28/2019		M		1,395	A	$32.64	15,526	D
Common Stock	02/28/2019		M		1,890	A	$31.99	17,416	D
Common Stock	02/28/2019		M		5,715	A	$24.6	23,131	D
Common Stock	02/28/2019		M		5,845	A	$34.57	28,976	D
Common Stock	02/28/2019		M		735	A	$32.64	9,681	I	Spouse's Holding
Common Stock	02/28/2019		M		1,005	A	$31.99	10,686	I	Spouse's Holding
Common Stock	02/28/2019		M		3,015	A	$24.6	13,701	I	Spouse's Holding
Common Stock	02/28/2019		M		2,800	A	$34.57	16,501	I	Spouse's Holding
Common Stock	02/28/2019		F		3,826	D	$60.29	25,150	D
Common Stock	02/28/2019		D		7,443	D	$60.29	17,707	D
Common Stock	02/28/2019		F		1,935	D	$60.29	14,566	I	Spouse's Holding
Common Stock	02/28/2019		D		3,769	D	$60.29	10,797	I	Spouse's Holding
Common Stock	03/01/2019		M		380(3)	A	$0	18,087	D
Common Stock	03/01/2019		M		200(3)	A	$0	10,997	I	Spouse's Holding
Common Stock	03/01/2019		F		132	D	$59.65	17,955	D
Common Stock	03/01/2019		F		84	D	$59.65	10,913	I	Spouse's Holding

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	02/28/2019		A		1,670		02/28/2020(1)	02/28/2026	Common Stock	1,670	$0	1,670	D
Restricted Stock Units	$0	02/28/2019		A		1,670		(2)	02/28/2026	Common Stock	1,670	$0	1,670	D
Restricted Stock Units	$0	02/28/2019		A		1,250		02/28/2020(1)	02/28/2026	Common Stock	1,250	$0	1,250	I	Spouse's Holding
Restricted Stock Units	$0	02/28/2019		A		1,250		(2)	02/28/2026	Common Stock	1,250	$0	1,250	I	Spouse's Holding
Stock Appreciation Right	$32.64	02/28/2019		M			1,395	03/03/2015	03/03/2021	Common Stock	1,395	$0	465	D
Stock Appreciation Right	$31.99	02/28/2019		M			1,890	03/02/2016	03/02/2022	Common Stock	1,890	$0	3,150	D
Stock Appreciation Right	$24.6	02/28/2019		M			5,715	03/01/2017	03/01/2023	Common Stock	5,715	$0	17,145	D
Stock Appreciation Right	$34.57	02/28/2019		M			5,845	03/02/2018	03/02/2024	Common Stock	5,845	$0	10,855	D
Stock Appreciation Right	$32.64	02/28/2019		M			735	03/03/2015	03/03/2021	Common Stock	735	$0	245	I	Spouse's Holding
Stock Appreciation Right	$31.99	02/28/2019		M			1,005	03/02/2016	03/02/2022	Common Stock	1,005	$0	1,675	I	Spouse's Holdings
Stock Appreciation Right	$24.6	02/28/2019		M			3,015	03/01/2017	03/01/2023	Common Stock	3,015	$0	9,045	I	Spouse's Holding
Stock Appreciation Right	$34.57	02/28/2019		M			2,800	03/02/2018	03/02/2024	Common Stock	2,800	$0	5,200	I	Spouse's Holding
Restricted Stock Units	$0	03/01/2019		M			380	03/01/2019	03/01/2025	Common Stock	380	$0	1,520	D
Restricted Stock Units	$0	03/01/2019		M			200	03/01/2019	03/01/2025	Common Stock	200	$0	800	I	Spouse's Holding

Explanation of Responses:

1. 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.

2. 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.

3. 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.

	Kay Dashner, POA for Kristina Van Trease	03/04/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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