Edgar Filing: UNITED RENTALS INC /DE

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â RAM Holdings, Inc.

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2007

3. Issuer Name and Ticker or Trading Symbol
UNITED RENTALS INC /DE [URI]

(Last)

(First)

(Middle)

C/O CERBERUS CAPITAL MANAGEMENT, L.P.,Â 299 PARK AVENUE, 22ND FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

(Street)

NEW YORK,Â NYÂ 10171

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	3,755,981 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽²⁾	By certain individuals, limited partnerships and limited liability companies ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Perpetual Convertible Preferred Stock	07/22/2007	Â ⁽³⁾	Common Stock, par value $0.01 per share	12,000,000	$ 25	I ⁽¹⁾ ⁽²⁾	By certain limited partnerships ⁽¹⁾ ⁽²⁾
Series D Class D-1 Perpetual Convertible Preferred Stock	07/22/2007	Â ⁽³⁾	Common Stock, par value $0.01 per share	3,508,400	$ 30	I ⁽¹⁾ ⁽²⁾	By certain limited partnerships ⁽¹⁾ ⁽²⁾
Series D Class D-2 Perpetual Convertible Preferred Stock	07/22/2007	Â ⁽³⁾	Common Stock, par value $0.01 per share	1,491,600	$ 30	I ⁽¹⁾ ⁽²⁾	By certain limited partnerships ⁽¹⁾ ⁽²⁾
Warrants	07/22/2007	Â ⁽³⁾	Common Stock, par value $0.01 per share	3,671,000	$ 10	I ⁽¹⁾ ⁽²⁾	By certain individuals and limited liability companies ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RAM Holdings, Inc. C/O CERBERUS CAPITAL MANAGEMENT, L.P. 299 PARK AVENUE, 22ND FLOOR NEW YORK,Â NYÂ 10171	Â	Â X	Â	Â

Signatures

/s/ Steven F. Mayer, President		08/01/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	RAM Holdings, Inc. ("RAM") is a party to (i) a Voting Agreement dated as of July 22, 2007 by and among RAM, RAM Acquisition Corp., a wholly owned subsidiary of RAM ("Merger Sub"), each of the entities set forth on Schedule A thereto and, for limited purposes, United Rentals, Inc. (the "Company") (the "Voting Agreement") and (ii) a Warrant Holders Agreement dated as of July 22, 2007 by and among RAM, Merger Sub, certain holders of warrants for common stock of the Company that are parties thereto and, for limited purposes, the Company (the "Warrant Holders Agreement", and together with the Voting Agreement, the "Stockholders Agreements"). The Stockholders Agreements were entered into in connection with an Agreement and Plan of Merger dated as of July 22, 2007 by and among RAM, Merger Sub and the Company (the "Merger Agreement").
(2)	Pursuant to the Stockholders Agreements, RAM has shared voting power and certain other rights with respect to 24,426,981 shares of common stock, par value $0.01 per share (the "Shares"), of the Company that are the subject of the Stockholders Agreements. As a result, RAM may be deemed to beneficially own such Shares. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by RAM or any other person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(3)	Pursuant to the Voting Agreement, at the Effective Time (as defined in the Merger Agreement), the shares of Series C Preferred Stock of the Company and Series D Preferred Stock of the Company subject to the Voting Agreement shall automatically convert into the right to receive an amount in cash equal to the Series C Preferred Stock Merger Consideration and the Series D Preferred Stock Merger Consideration, as applicable (as defined in the Merger Agreement). Pursuant to the Warrant Holders Agreement, prior to the Effective Time, holders of warrants subject to the Warrant Holders Agreement shall exercise their warrants in accordance with the terms of the warrants. The Shares issuable upon the exercise of such warrants shall be entitled to receive Common Stock Merger Consideration (as defined in the Merger Agreement) in connection with the consummation of the merger of Merger Sub with and into the Company.

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