Ownership Submission
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)
02/01/2012
(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 02/01/2012   M   102,176 A $ 6.52 252,376 D  
Common Stock 02/01/2012   S   102,176 D $ 21.37 (1) 150,200 D  
Common Stock 02/01/2012   M   142,069 A $ 6.52 292,269 D  
Common Stock 02/01/2012   S   142,069 D $ 21.37 (1) 150,200 D  
Common Stock 02/03/2012   S   51,000 D $ 21.83 (1) 99,200 D  

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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 Option $ 6.52 02/01/2012   M     102,176   (2) 12/19/2016 Common Stock 102,176 $ 0 0 D  
Employee Stock Option $ 6.52 02/01/2012   M     142,069   (3) 12/19/2016 Common Stock 142,069 $ 0 1,093 (4) 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   02/03/2012
**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) Average price of shares sold on transaction date.
(2) Options vested in five equal installments on the first through fifth anniversaries of the grant date. The first installment vested on December 19, 2007.
(3) Options are performance based options that vest 20% each year based on the Company's achievment of certain pre-determined performance goals.
(4) Amount of original grant remaining. Pursuant to the Company's stock incentive plan, 61192 shares have been cancelled based on the failure to meet certain performance goals during the term, and 1093 shares remain unvested.

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