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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FAIRHOLME CAPITAL MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol

UNITED RENTALS INC /DE [ URI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

4400 BISCAYNE BOULEVARD, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/11/2008
(Street)

MIAMI, FL 33137
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock                  8291818   I   See Footnote   (1)
Common Stock                  182730   D   (2)  
Common Stock   11/11/2008     J (3)    1348   D $0   2684640   I   See Footnote   (4)
Common Stock   11/11/2008     J (5)    269   D $0   2684371   I   See Footnote   (4)
Common Stock   11/12/2008     S    382   D $7.05   2683989   I   See Footnotes   (4) (6)
Common Stock   11/12/2008     S    1662   D $6.51   2682327   I   See Footnotes   (4) (6)
Common Stock   11/12/2008     J (5)    3488   D $0   2678839   I   See Footnote   (4)
Common Stock   11/12/2008     J (3)    2558   D $0   2678839   I   See Footnote   (4)
Common Stock   11/13/2008     S    705   D $6.61   2678134   I   See Footnotes   (4) (6)
Common Stock   11/13/2008     S    10503   D $6.51   2667631   I   See Footnotes   (4) (6)
Common Stock   11/13/2008     J (5)    1089   D $0   2666542   I   See Footnote   (4)
Common Stock   11/13/2008     J (3)    6608   D $0   2666542   I   See Footnote   (4)
Common Stock   11/13/2008     J (3)    393   D $0   2666542   I   See Footnote   (4)
Common Stock   11/13/2008     J (3)    8672   D $0   2666542   I   See Footnote   (4)
Common Stock   11/13/2008     J (3)    4403   D $0   2666542   I   See Footnote   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  These securities are owned by Fairholme Funds, Inc., and therefore are deemed to be beneficially owned by Fairholme Capital Management, L.L.C., the investment manager of Fairholme Funds, Inc., and Bruce R. Berkowitz, the managing member of Fairholme Capital Management, L.L.C.
( 2)  These securities are owned by Bruce R. Berkowitz, who is a Reporting Person.
( 3)  Due to a distribution of assets, ownership of these securities was transferred from one of Fairholme's private funds to its investors. The investors subsequently placed the securities in separately managed accounts advised by Fairholme Capital Management, L.L.C.
( 4)  Bruce R. Berkowitz ("Mr. Berkowitz") is the managing member of Fairholme Capital Management, L.L.C., a Delaware limited liability company ("Fairholme," and together with Mr. Berkowitz, the "Reporting Persons"), which serves as the general partner, managing member, investment manager or investment adviser to several investment funds, both public and private, and separately managed accounts that own such reported securities. The Reporting Persons each disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of their pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 5)  Due to a distribution of assets from one of Fairholme's private funds to its investors, these securities are no longer deemed to be beneficially owned by the Reporting Persons.
( 6)  These transactions were executed on behalf of separately managed accounts to which Fairholme acts as investment adviser.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FAIRHOLME CAPITAL MANAGEMENT LLC
4400 BISCAYNE BOULEVARD
9TH FLOOR
MIAMI, FL 33137

X

BERKOWITZ BRUCE R
C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C.
4400 BISCAYNE BOULEVARD, 9TH FLOOR
MIAMI, FL 33137

X


Signatures
Fairholme Capital Management, L.L.C., By: /s/ Bruce R. Berkowitz, Managing Member 11/13/2008
** Signature of Reporting Person Date

/s/ Bruce R. Berkowitz 11/13/2008
** 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 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.
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.
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