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 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Groman Kevin   2. Issuer Name and Ticker or Trading Symbol RSC Holdings Inc. [RRR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, General Counsel (Last) (First) (Middle) C/O RSC HOLDINGS INC., 6929 E. GREENWAY PARKWAY, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 04/30/2012 (Street) SCOTTSDALE, AZ 85254 4. If Amendment, Date 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 (City) (State) (Zip) 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. 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 04/30/2012   D   20,800 (1) D (4) 0 D   Common Stock 04/30/2012   D   18,500 (2) D (5) 0 D   Common Stock 04/30/2012   D   13,200 (3) D (6) 0 D   Common Stock 04/30/2012   D   11,700 (2) D (7) 0 D   Common Stock 04/30/2012   D   18,000 D (8) 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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. 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Options

$ 6.52

04/30/2012

D

1,094

04/30/2012

12/04/2016

Common Stock

1,094 (9)

(11)

0

D

Employee Stock Options

$ 10

04/30/2012

D

13,800

04/20/2014

04/20/2020

Common Stock

13,800 (10)

(12)

0

D

Employee Stock Options

$ 12

04/30/2012

D

13,800

04/20/2014

04/20/2020

Common Stock

13,800 (10)

(13)

0

D

Employee Stock Options

$ 14

04/30/2012

D

13,800

04/20/2014

04/20/2020

Common Stock

13,800 (10)

(14)

0

D

Employee Stock Options

$ 16

04/30/2012

D

8,100

04/20/2015

04/20/2021

Common Stock

8,100 (10)

(15)

0

D

Employee Stock Options

$ 17

04/30/2012

D

8,700

04/20/2015

04/20/2021

Common Stock

8,700 (10)

(16)

0

D

Employee Stock Options

$ 18

04/30/2012

D

9,400

04/20/2015

04/20/2021

Common Stock

9,400 (10)

(17)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Groman Kevin C/O RSC HOLDINGS INC. 6929 E. GREENWAY PARKWAY, SUITE 200 SCOTTSDALE, AZ 85254			SVP, General Counsel

Signatures

/s/ Kevin J. Groman		05/01/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	This represents an award of performance based restricted stock units, a contingent right to receive the specified number of shares of Issuer's common stock upon vesting. A total of 31,200 performance based restricted stock units were granted subject to a combination of time and performance vesting based on continued service through the 15th day following the last day of the Performance Period which is December 31, 2012. As a result of the merger between United Rentals, Inc. ("URI") and Issuer, 20,800 of such restricted stock units were deemed "earned" and the balance was forfeited. The original service vesting schedule shall continue to apply to earned restricted stock units, subject to "double-trigger" accelerated vesting if the reporting person is either involuntarily terminated or constructively terminated following the merger.
(2)	This represents an award of time based restricted stock units, a contingent right to receive the specified number of shares of Issuer's common stock upon vesting. The original service vesting schedule shall continue to apply to these restricted stock units, subject to "double-trigger" accelerated vesting if the reporting person is either involuntarily terminated or constructively terminated following the merger.
(3)	This represents an award of performance based restricted stock units, a contingent right to receive the specified number of shares of Issuer's common stock upon vesting. A total of 19,800 performance based restricted stock units were granted subject to a combination of time and performance vesting based on continued service through the 15th day following the last day of the Performance Period which is December 31, 2013. As a result of the merger, 13,200 of such restricted stock units were deemed "earned" and the balance was forfeited. The original service vesting schedule shall continue to apply to earned restricted stock units, subject to "double-trigger" accelerated vesting if the reporting person is either involuntarily terminated or constructively terminated following the merger.
(4)	The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 10,734 shares of URI common stock.
(5)	The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 9,547 shares of URI common stock.
(6)	The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 6,812 shares of URI common stock.
(7)	The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 6,038 shares of URI common stock.
(8)	Disposed of pursuant to the merger agreement between Issuer and URI. In the merger, each share of Issuer's common stock was exchanged for $10.80 plus 0.2783 shares of URI common stock having a market value of $46.68 per share on the effective date of the merger.
(9)	The vesting of the option was accelerated as of the closing of the merger.
(10)	The original vesting schedule continues to apply to the option subject to "double-trigger" accelerated vesting if the reporting person is either involuntary terminated or constructively terminated following the merger.
(11)	This option was assumed by URI in the merger and replaced with an option to purchase 564 shares of URI common stock for $12.64 per share.
(12)	This option was assumed by URI in the merger and replaced with an option to purchase 7,122 shares of URI common stock for $19.38 per share.
(13)	This option was assumed by URI in the merger and replaced with an option to purchase 7,122 shares of URI common stock for $23.26 per share.
(14)	This option was assumed by URI in the merger and replaced with an option to purchase 7,122 shares of URI common stock for $27.13 per share.
(15)	This option was assumed by URI in the merger and replaced with an option to purchase 4,180 shares of URI common stock for $31.01 per share.
(16)	This option was assumed by URI in the merger and replaced with an option to purchase 4,490 shares of URI common stock for $32.94 per share.
(17)	This option was assumed by URI in the merger and replaced with an option to purchase 4,851 shares of URI common stock for $34.88 per share.

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