UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

RSC HOLDINGS INC.

Common Stock, no par value
(Title of Class of Securities)

74972L 102
(CUSIP Number)

December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box below to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		74972L 102

(1)     See Item 4 below.

(2)     Based on 103,352,891 shares outstanding.

CUSIP No.		74972L 102

(1)     See Item 4 below.

(2)     Based on 103,352,891 shares outstanding.

CUSIP No.		74972L 102

(1)     See Item 4 below.

(2)     Based on 103,352,891 shares outstanding.

CUSIP No.		74972L 102

(1)     See Item 4 below.

(2)     Based on 103,352,891 shares outstanding.

CUSIP No.		74972L 102

(1)     See Item 4 below.

(2)     Based on 103,352,891 shares outstanding.

CUSIP No.		74972L 102

(1)     See Item 4 below.

(2)     Based on 103,352,891 shares outstanding.

CUSIP No.		74972L 102

(1)     See Item 4 below.

(2)     Based on 103,352,891 shares outstanding.

Item 1.

Item 1(a) Name of issuer: RSC Holdings Inc.

Item 1(b) Address of issuer’s principal executive offices:		6929 E. Greenway Parkway
		Scottsdale, AZ 85254

Item 2.

Item 2(a) Name of Person Filing:

Name of Person Filing		Address		Citizenship
OHCP II RSC, LLC		201 Main Street, Suite 1620 Fort Worth, TX  76102		Delaware
Oak Hill Capital Partners II, L.P.		201 Main Street, Suite 1620 Fort Worth, TX  76102		Delaware
OHCP GenPar II, L.P.		201 Main Street, Suite 1620 Fort Worth, TX  76102		Delaware
OHCP MGP II, LLC		201 Main Street, Suite 1620 Fort Worth, TX  76102		Delaware
OHCMP II RSC, LLC		201 Main Street, Suite 1620 Fort Worth, TX  76102		Delaware
Oak Hill Capital Management Partners II, L.P.		201 Main Street, Suite 1620 Fort Worth, TX  76102		Delaware
OHCP II RSC COI, LLC		201 Main Street, Suite 1620 Fort Worth, TX  76102		Delaware

     OHCP II RSC, LLC, Oak Hill Capital Partners II, L.P., OHCP GenPar II, L.P., OHCP MGP II, LLC, OHCMP II RSC, LLC, Oak Hill Capital Management Partners II, L.P. and OHCP II RSC COI, LLC have entered into a Joint Filing Agreement, dated February 13, 2009, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934.

Item 2(b) Address or Principal Business Office or, if none, Residence: See Item 2(a) above.

Item 2(c) Citizenship: See Item 2(a) above.

Item 2(d) Title of class of securities: Common Stock, no par value

Item 2(e) CUSIP Number: 74972L 102

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)		o		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)		o		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		o		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)		o		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)		o		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)		o		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)		o		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)		o		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		o		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)		o		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

N/A

Item 4. Ownership.

     Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)		Amount beneficially owned: See below.
	(b)		Percent of class: See below.
	(c)		Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote: See below.
	(ii)		Shared power to vote or to direct the vote: See below.
	(iii)		Sole power to dispose or to direct the disposition of: See below.
	(iv)		Shared power to dispose or to direct the disposition of: See below.

     As of the date of this report, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of RSC Holdings Inc. listed opposite its name:

Reporting Person		Amount Beneficially Owned				Percent of Class(a)
OHCP II RSC, LLC			23,910,939				23.14	%
Oak Hill Capital Partners II, L.P.			0	(b)			0	%
OHCP GenPar II, L.P.			0	(b)(c)(d)			0	%
OHCP MGP II, LLC			0	(b)(c)(d)			0	%
OHCMP II RSC, LLC			2,155,540				2.09	%
Oak Hill Capital Management Partners II, L.P.			0	(c)			0	%
OHCP II RSC COI, LLC			8,688,850				8.41	%

Item 5. Ownership of Five Percent or Less of a Class.

     N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     See Item 4 above.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

     N/A

Item 8. Identification and Classification of Members of the Group.

     Each of OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC (collectively, the “Oak Hill Funds”) is a party to an Amended and Restated Stockholders Agreement, dated as of May 29, 2007 (the “Stockholders Agreement”), among RSC Acquisition LLC, RSC Acquisition II LLC (collectively, the “Ripplewood Funds”), Atlas Copco Finance S.à.r.l. (“ACF”), RSC Holdings Inc. and certain members of RSC Holdings Inc.’s management. Subject to certain conditions, the Stockholders Agreement requires the parties to vote their shares of the common stock of RSC Holdings Inc. (the “Common Stock”) for directors that are designated in accordance with the provisions of the Stockholders Agreement and places certain restrictions on transfers by the parties thereto. The aggregate number of shares of Common Stock beneficially owned collectively by the Oak Hill Funds, the Ripplewood Funds and ACF is approximately 80,327,234, which represents approximately 77.72% of the outstanding common stock of RSC Holdings Inc. The stock ownership reported for each of the Oak Hill Funds and the other reporting persons does not include any shares owned by other parties to the Stockholders Agreement. Each of the Oak Hill Funds and the other reporting persons disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement.

Item 9. Notice of Dissolution of Group.

     N/A

Item 10. Certification.

     N/A

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true and correct.

		OHCP II RSC, LLC
		By: Oak Hill Capital Partners II, L.P.
		its Sole Member
		By: OHCP GenPar II, L.P.
		its General Partner
		By: OHCP MGP II, LLC
		its General Partner
Date: February 13, 2009		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President
		OAK HILL CAPITAL PARTERS II, L.P.
		By: OHCP GenPar II, L.P.
		its General Partner
		By: OHCP MGP II, LLC.
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President

		OHCP GENPAR II, L.P.
		By: OHCP MGP II, LLC
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President
		OHCP MGP II, LLC
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President
		OHCMP II RSC, LLC
		By: Oak Hill Capital Management Partners II, L.P.
		its Managing Member
		By: OHCP GenPar II, L.P.
		its General Partner
		By: OHCP MGP II, LLC
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President

		OAK HILL CAPITAL MANAGEMENT PARTNERS II, L.P.
		By: OHCP GenPar II, L.P.
		its General Partner
		By: OHCP MGP II, LLC
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President
		OHCP II RSC COI, LLC
		By: OHCP GenPar II, L.P.
		its Managing Member
		By: OHCP MGP II, LLC
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President

Exhibit 1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

	(i)		Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
	(ii)		Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

		OHCP II RSC, LLC
		By: Oak Hill Capital Partners II, L.P.
		its Sole Member
		By: OHCP GenPar II, L.P.
		its General Partner
		By: OHCP MGP II, LLC
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President
		OAK HILL CAPITAL PARTERS II, L.P.
		By: OHCP GenPar II, L.P.
		its General Partner
		By: OHCP MGP II, LLC.
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President

		OHCP GENPAR II, L.P.
		By: OHCP MGP II, LLC
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President
		OHCP MGP II, LLC
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President
		OHCMP II RSC, LLC
		By: Oak Hill Capital Management Partners II, L.P.
		its Managing Member
		By: OHCP GenPar II, L.P.
		its General Partner
		By: OHCP MGP II, LLC
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President

		OAK HILL CAPITAL MANAGEMENT PARTNERS II, L.P.
		By: OHCP GenPar II, L.P.
		its General Partner
		By: OHCP MGP II, LLC
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President
		OHCP II RSC COI, LLC
		By: OHCP GenPar II, L.P.
		its Managing Member
		By: OHCP MGP II, LLC
		its General Partner
Date: February 13, 2009
		By:  /s/ John R. Monsky   Name: John R. Monsky
		Title: Vice President