| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HERTZ GLOBAL HOLDINGS INC [ HTZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/17/2006 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/15/2006 | A | 1,056,338 | A | $5.68 | 1,056,338 | D | |||
| Common Stock | 11/16/2006 | P | 100 | A | $15 | 1,056,438 | D | |||
| Common Stock | 11/16/2006 | P | 500 | A | $15 | 500 | I | By daughter | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 Options (Right to Purchase) | $6.56(1) | 08/15/2006 | A | 800,000 | (4) | 08/15/2016 | Common Stock | 800,000 | $0.00 | 800,000 | D | ||||
| Employee Stock Options (right to buy) | $9.56(2) | 08/15/2006 | A | 400,000 | (4) | 08/15/2016 | Common Stock | 400,000 | $0.00 | 400,000 | D | ||||
| Employee Stock Options (Right to Buy) | $14.56(3) | 08/15/2006 | A | 400,000 | (4) | 08/15/2016 | Common Stock | 400,000 | $0.00 | 400,000 | D | ||||
| Explanation of Responses: |
| 1. The exercise price of these options was previously reported on Form 3 as $7.68, subject to a footnote which stated that the exercise price was subject to an anticipated adjustment in the amount of an anticipated special dividend. The exercise price of $6.56 reported on this Form 4 reflects an adjustment of $1.12, which is the amount of a special dividend declared on November 16, 2006 and expected to be paid on November 21, 2006. |
| 2. The exercise price of these options was previously reported on Form 3 as $10.68, subject to a footnote which stated that the exercise price was subject to an anticipated adjustment in the amount of an anticipated special dividend. The exercise price of $9.56 reported on this Form 4 reflects an adjustment of $1.12, which was the amount of a special dividend declared on November 16, 2006 and expected to be paid on November 21, 2006. |
| 3. The exercise price of these options was previously reported on Form 3 as $15.68, subject to a footnote which stated that the exercise price was subject to an anticipated adjustment in the amount of an anticipated special dividend. The exercise price of $14.56 reported on this Form 4 reflects an adjustment of $1.12, which was the amount of a special dividend declared on November 16, 2006 and expected to be paid on November 21, 2006. |
| 4. The option will vest in five equal annual installments on the first through fifth anniversaries of July 19, 2006. The first installment will become exercisable on July 19, 2007. |
| Remarks: |
| Date of Earliest Transaction: The transactions giving rise to this Form 4 filing occurred on November 16, 2006. In accordance with Rule 16a-2, transactions which took place within 6 months prior to that date are also reported on this form. |
| Stuart M. Geschwind, by Power of Attorney on behalf of Mark P. Frissora | 11/20/2006 | |
| ** 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 Number. | ||