SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person^*

Milne, John N.

(Last) (First) (Middle)

United Rentals, Inc.

Five Greenwich Office Park

(Street)

Greenwich, CT 06830

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

United Rentals, Inc.
URI

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
Month/Day/Year

12/31/2002

5. If Amendment,
Date of Original
(Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

X Director 10% Owner

X Officer (give title below) Other (specify below)

Description President and Chief Financial Officer

7. 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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock

12/31/2002

48,000

$10.51

2,283,915(1)

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
Expiration Date(ED)
(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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

6 1/2% Convertible Quarterly Income Preferred Securities (Convertible QUIPS)(2)

(3)

12/31/02

30,000

Immed.

07/31/28

common stock

34,378 shares

$28.375 per share ($851,250 in aggregate)

30,000

Explanation of Responses:

(1) The following shares are directly owned: (i) 1,085,251 outstanding shares; (ii) 714,286 shares that are not outstanding, but which may be acquired pursuant to currently exercisable warrants; (iii) 450,000 shares that are not outstanding, but which may be acquired pursuant to currently exercisable options and (iv) 34,378 shares that are not outstanding, but which may be acquired upon conversion of 6 1/2% convertible quarterly income preferred securities (Convertible QUIPS) issued by a subsidiary trust of United Rentals, Inc.

(2) These QUIPS securities were originally issued in 1998 by a subsidiary trust of United Rentals, Inc. Mr. Milne purchased 30,000 of these securities on the open market for an aggregate purchase price of $851,250 on December 31, 2002.

(3) Each share is convertible into shares of common stock of United Rentals, Inc. at the rate of 1.14593 shares of common stock for each preferred security (equivalent to a conversion price of $43.6325 bas ed on the liquidation preference per share of $50.00), subject to adjustment under certain circumstances.

By:
/s/ John N. Milne 01/02/03
** Signature of Reporting Person Date

SEC 1474 (9-02)

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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