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*
Jacobs, Bradley S.
(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

01.02/03

5. If Amendment,
    Date of Original
    (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

Description           Chairman and Chief Executive 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
V
Amount
A/D
Price

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
V
A
D
DE
ED
Title
Amount or Number of Shares
6 1/2% Convertible Quarterly Income Preferred Securities (Convertible QUIPS)(1) (2) 01/02/03
P
80,000       
immed.
07/31/28
common stock
91,674(3)
$29.1813 per share ($2,334,504 in aggregate)
80,000
I
 By LLC
Explanation of Responses:
 
(1) These QUIPS securities were originally issued in 1998 by a subsidiary trust of United Rentals, Inc. Mr. Jacobs purchased 80,000 of these securities on the open market for an aggregate purchase price of $2,334,504 on January 2, 2003.

(2) 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 based on the liquidation preference per share of $50.00), subject to adjustment under certain circumstances.

(3) Following completion of the purchase reported herein, Mr. Jacobs beneficially owned 9,634,367 shares of common stock of United Rentals, as follows:

Direct Ownership:
-----------------
The following shares are directly owned: (i) 1,392,693 outstanding shares; (ii) 1,729,000 shares that are not outstanding, but which may be acquired pursuant to currently exercisable warrants; and (iii) 2,650,000 shares that are not outstanding, but which may be acquired pursuant to currently exercisable
options.

Indirect Ownership:
-------------------

The following shares are indirectly owned: (i) 500,000 outstanding shares, (ii) 3,271,000 shares that are not outstanding, but which may be acquired pursuant to currently exercisable warrants and (iii) 91,674 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. The indirectly owned shares are held by Bradley Jacobs, LLC or Bradley Jacobs (1997) LLC, which are entities controlled by Bradley S. Jacobs.
By:
/s/ Bradley S. Jacobs                                                                                                1/03/03
** 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).
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