Neff Form 4 Neff / JAMES V CONTINENZA 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^*

CONTINENZA JAMES V

(Last) (First) (Middle)

3750 N.W. 87TH AVENUE, SUITE 400

(Street)

MIAMI FL 33178

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Neff Corp [ NEFF ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2017

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
Class A Common Stock	05/15/2017		M		6,780	A	(1)	25,900	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	(1)	05/15/2017		M			6,780	(2)	(2)	Class A Common Stock	6,780	$0.00	0	D
Neff Holdings LLC Unit Option (right to buy)(3)(4)	$6.66							(3)(4)	11/11/2020	Units	20,433		20,433	D

Explanation of Responses:

1. Restricted stock units convert into shares of Class A common stock on a one-for-one basis.

2. On December 9, 2016, the reporting person was granted 6,780 restricted stock units, vesting on the earliest of: (i) the first anniversary of the grant date, (ii) the day immediately preceding the date of the next annual meeting of the Company's stockholders following the grant date and (iii) the date of a change of control.

3. The reporting person owns options for common units of Neff Holdings LLC, a holding company that is controlled by Neff Corporation. Each common unit held by or acquired by individuals upon exercise of existing options granted by Neff Holdings will be redeemable, at the election of such member, for, at Neff Corporation's option, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A common stock for each common unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Neff Holdings LLC Agreement; provided that, at Neff Corporation's election, Neff Corporation may effect a direct exchange of such Class A common stock or such cash for such common units.

4. The options reflect options to purchase common units of Neff Holdings held by Neff Corporation's non-employee directors pursuant to the Neff Holdings 2010 Option Plan, subject to service-based vesting restrictions, which were converted from options to purchase Class B units of Neff Holdings in connection with Neff Corporation's initial public offering. All such options have an exercise price of $6.66 per unit. The options vested in equal installments on each of the first four anniversaries of the grant date, subject to continued service as a member of the board of directors through the applicable vesting date. The options for common units are currently exercisable and will expire on November 11, 2020.

	/s/ Mark Irion, by power of attorney	05/17/2017
	** 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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