FORM 4
[ X ] 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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ostenberg Herb F. 		2. Issuer Name and Ticker or Trading Symbol

ELECTRO RENT CORP [ ELRC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

5789 GREEN OAKS DR. 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/10/2016
(Street)

GREENWOOD VILLAGE, CA 80121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. 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. 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   8/10/2016     D    29231   D (1) $15.50   0   D    

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
Restricted Stock Units     (2) 8/10/2016     D         6352      (3)   (3) Common Stock   6352.0   $0   (4) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to and upon the effectiveness of the merger of Elecor Merger Corporation ("Merger Sub"), a wholly owned subsidiary of Elecor Intermediate Holding II Corporation ("Parent"), with and into the Issuer on August 10, 2016 (the "Merger"), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 23, 2016, by and among Issuer, Merger Sub and Parent (the "Merger Agreement").
( 2)  Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
( 3)  The restricted stock units vest in three equal annual installments beginning July 16, 2017. Vested shares will be delivered to the reporting person on the earliest of: a) the first January 1 after the fifth anniversay of the grant, b) a Change of Control, or c) the grantee ceasing to be an employee for any reason.
( 4)  Upon the effectiveness of the Merger and pursuant to the Merger Agreement, each restricted stock unit (vested and unvested) was canceled in exchange for a right to receive an amount of cash equal to the per share merger consideration of $15.50 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ostenberg Herb F.
5789 GREEN OAKS DR.
GREENWOOD VILLAGE, CA 80121

Sr. Vice President

Signatures
/s/Herb F. Ostenberg 8/10/2016
** 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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