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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 06/04/2007 | D | V | 133,334 | (2) | (2) | Common Stock | 133,334 | $ 0 | 149,998 (3) (6) | D | |||
| Restricted Stock Units | (1) | 06/07/2007 | A | 133,334 | (4) | (4) | Common Stock | 133,334 | $ 0 | 283,332 (5) (6) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HICKS WAYLAND R C/O UNITED RENTALS, INC. FIVE GREENWICH OFFICE PARK GREENWICH, CT 06831 |
X | |||
| /s/ WAYLAND R. HICKS | 06/11/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each Restricted Stock Unit, upon vesting, entitles the reporting person to receive one share of Common Stock. |
| (2) | As a result of the reporting person's retirement as chief executive officer of the issuer on June 4, 2007, an aggregate of 133,334 Restricted Stock Units, which had time-based vesting and would have accelerated and vested in full upon any change-in-control of the issuer, were forfeited. Although disposition of a long derivative security position as a result of cancellation is exempt from Section 16(a) reporting (see Rule 16a-4(d)), the reporting person is voluntarily reporting the forfeiture to place in context the new award reported on this Form 4. |
| (3) | Consists of 149,998 Phantom Stock Units that represent previously vested Restricted Stock Units, both time-based and performance-based, with respect to which payment has been deferred. |
| (4) | Represents a grant of 133,334 Restricted Stock Units that vest only in the event that a change-in-control of the issuer occurs on or prior to December 31, 2007. |
| (5) | Represents the unvested 133,334 Restricted Stock Units reported as having been awarded pursuant to this Form 4 and 149,998 Phantom Stock Units that represent previously vested Restricted Stock Units, both time-based and performance-based, with respect to which payment has been deferred. |
| (6) | Common Stock will be paid to the reporting person, in settlement of the Phantom Stock Units, six months following the reporting person's termination of employment (in the case of 49,998 of the Units) or service as a director (in the case of 100,000 of the Units), subject to earlier payment in the event of a change in control of the issuer. |