SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pentwater Capital Management LP

(Last)

(First)

(Middle)

227 W. MONROE, SUITE 4000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2012

3. Issuer Name and Ticker or Trading Symbol
DOLLAR THRIFTY AUTOMOTIVE GROUP INC [ DTG ]

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 of 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

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	3,137,322	I	By managed account⁽¹⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Put option (right to sell)	05/17/2012	06/15/2012	Common Stock	250,000	$77.5	I	By managed account⁽¹⁾
Put option (right to sell)	04/25/2012	06/15/2012	Common Stock	500,000	$80	I	By managed account⁽¹⁾
Put option (right to sell)	04/26/2012	06/15/2012	Common Stock	250,000	$80	I	By managed account⁽¹⁾
Put option (right to sell)	04/25/2012	07/20/2012	Common Stock	500,000	$80	I	By managed account⁽¹⁾
Put option (right to sell)	04/26/2012	07/20/2012	Common Stock	250,000	$80	I	By managed account⁽¹⁾
Put option (right to sell)	05/17/2012	07/20/2012	Common Stock	250,000	$77.5	I	By managed account⁽¹⁾
Put option (right to sell)	05/18/2012	07/21/2012	Common Stock	100,000	$70	I	By managed account⁽¹⁾
Call option (obligation to buy)	04/09/2012	07/20/2012	Common Stock	500,000	$95	I	By managed account⁽¹⁾
Call option (obligation to buy)	04/10/2012	07/20/2012	Common Stock	500,000	$95	I	By managed account⁽¹⁾
Call option (obligation to buy)	04/13/2012	07/20/2012	Common Stock	300,000	$95	I	By managed account⁽¹⁾
Total Return Swap	⁽²⁾	08/20/2012	Common Stock	139,308	$80.75	I	By managed account⁽¹⁾
Total Return Swap	⁽²⁾	12/20/2012	Common Stock	214,239	$80.75	I	By managed account⁽¹⁾
Total Return Swap	⁽²⁾	12/24/2012	Common Stock	398,123	$80.75	I	By managed account⁽¹⁾
Total Return Swap	⁽²⁾	02/14/2013	Common Stock	434	$80.75	I	By managed account⁽¹⁾
Total Return Swap	⁽²⁾	04/18/2013	Common Stock	35,761	$80.75	I	By managed account⁽¹⁾
Total Return Swap	⁽²⁾	05/20/2013	Common Stock	169,265	$80.75	I	By managed account⁽¹⁾

Explanation of Responses:

1. The reporting person is the investment manager for (a) PWCM Master Fund Ltd, an exempted company formed in the Cayman Islands, (b) Pentwater Equity Opportunities Master Fund, Ltd., an exempted company formed in the Cayman Islands, (c) Pentwater Merger Arbitrage Master Fund, Ltd, an exempted company formed in the Cayman Islands, (d) Oceana Master Fund, Ltd., an exempted company formed in the Cayman Islands and (e) LMA SPC for and on behalf of MAP 98 Segregated Portfolio, a segregated portfolio company formed in the Cayman Islands, which directly own the shares. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.

2. The reporting person has entered into various cash-settled total return swap agreements (each a "Swap" and collectively, the "Swaps") with fixed termination dates and with respect to a notional number of shares of common stock ("reference shares") of the issuer as set forth in Table ll. Generally, under each Swap, the counterparty is obligated to pay the reporting person in cash, amounts that are determined in part by reference to any increase between a reference price per share set forth in Table ll and the market value of such reference shares on the applicable termination date. None of the Swaps provide for the reporting person to have direct or indirect voting, investment or dispositive control over any reference shares. The reporting persons disclaim any beneficial ownership in any reference share or other securities, if any, which may be owned by the counterparties to such Swaps.

	/s/ Neal Nenadovic, authorized officer	05/25/2012
	** 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 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).
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