Paul I. McDonnell Form 3 UNITED RENTALS / Paul I. McDonnell ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McDonnell Paul I.

(Last) (First) (Middle)

C/O UNITED RENTALS, INC.

100 FIRST STAMFORD PLACE, SUITE 700

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2018

3. Issuer Name and Ticker or Trading Symbol
UNITED RENTALS INC /DE [ URI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Sales & Specialty Ops

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,312(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The total reported is comprised of: (i) 7,067 restricted stock units granted to the reporting person on January 4, 2016 and scheduled to vest on January 4, 2019; (ii) 1,671 restricted stock units granted to the reporting person on March 7, 2016 and scheduled to vest on March 7, 2019; (iii) 7,095 restricted stock units granted to the reporting person on December 16, 2016 and scheduled to vest on December 16, 2019; (iv) 1,695 restricted stock units granted to the reporting person on March 6, 2017, of which 847 units are scheduled to vest on March 6, 2019, and 848 units are scheduled to vest on March 6, 2020; and (v) 1,784 restricted stock units granted to the reporting person on March 6, 2018, of which 595 units are scheduled to vest on March 6, 2019, 594 units are scheduled to vest on March 6, 2020, and 595 units are scheduled to vest on March 6, 2021.

2. Restricted stock units are settled with common shares on a one-for-one basis upon vesting and are subject to acceleration in certain circumstances.

Remarks:

	/s/ Alison M. Walsh, Attorney-in-fact	11/13/2018
	** 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 5 (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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