SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Hertz Global Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

42805T105

(CUSIP Number)

Marc Weingarten, Esq.

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 6, 2014

(Date of Event which Requires

Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 4 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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. 42805T105 SCHEDULE 13D/A Page 2 of 4 Pages

1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 32,030,264 Shares (including options to purchase 11,378,815 Shares)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 32,030,264 Shares (including options to purchase 11,378,815 Shares)
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 32,030,264 Shares (including options to purchase 11,378,815 Shares)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 7.0%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 42805T105 SCHEDULE 13D/A Page 3 of 4 Pages

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 20, 2014 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D") with respect to the shares ("Shares") of common stock, par value $0.01 per share, of Hertz Global Holdings, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 amends Items 3, 4, 5(a), (b) and (c) and 7 as set forth below.

Item 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

The 32,030,264 Shares (including options to purchase 11,378,815 Shares) reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $578.6 million. Such Shares were acquired with investment funds in accounts managed by the Reporting Person and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by the Reporting Person in commingled margin accounts, which may extend margin credit to the Reporting Person from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.

Item 4. PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On November 6, 2014, the Reporting Person sent a letter to the Issuer, attached hereto as Exhibit B and incorporated herein by reference. 

Item 5. INTEREST IN SECURITIES OF THE COMPANY.

Paragraph (c) of Item 5 of the Schedule 13D is hereby amended and restated as follows:

a)    The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 457,810,116 Shares outstanding, which is equal to the sum of (i) the 447,693,207 Shares outstanding as of March 21, 2014, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed on April 11, 2014, plus (ii) the 10,116,909 Shares issued by the Issuer between May 16, 2014 and May 29, 2014 as reported in the Issuer's Current Report on Form 8-K filed on June 3, 2014.

At the close of business on November 6, 2014, the Reporting Person may be deemed to beneficially own 32,030,264 Shares (including options to purchase 11,378,815 Shares), constituting approximately 7.0% of the Shares outstanding.

(b)    The Reporting Person has sole voting and dispositive powers over 32,030,264 Shares (including options to purchase 11,378,815 Shares), which powers are exercised by the Principal.

(c)    Information concerning transactions in the Shares effected by the Reporting Person since the filing of the Original Schedule 13D is set forth in Exhibit C hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities. 

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

Exhibit B:      Letter dated November 6, 2014 sent by the Reporting Person to the Issuer.

Exhibit C:      Transactions in the Shares since the Filing of the Original Schedule 13D.  

CUSIP No. 42805T105 SCHEDULE 13D/A Page 4 of 4 Pages

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, complete and correct.

Dated: November 6, 2014

JANA PARTNERS LLC
By:	/s/ Jennifer Fanjiang
Name:	Jennifer Fanjiang
Title:	General Counsel

EX-99

November 6, 2014

Board of Directors

Hertz Global Holdings, Inc.

999 Vanderbilt Beach Road, 3^rd floor

Naples, FL 34108

c/o: Linda Fayne Levinson, Independent Non-Executive Chair of the Board

Ladies & Gentlemen,

JANA Partners LLC (“we” or “us”) beneficially owns approximately 7% of the outstanding shares of Hertz Global Holdings, Inc. (“Hertz” or the “Company”). We are writing to memorialize and supplement our recent conversations with members of the Board of Directors (the “Board”). As you know, we believe the CEO succession question currently facing the Board is of vital importance and that the time to make a decision is long overdue. Over the years shareholders have endured accounting issues, the mishandled integration of Dollar Thrifty Automotive Group (“Dollar Thrifty”), a disruptive headquarters relocation to a less talent-rich location for limited benefit, an inability to forecast and communicate with Wall Street, operational missteps in Hertz’s equipment rental business, and operational issues with fleet management, service quality and pricing discipline. Shareholders have also suffered from Hertz’s significant share price underperformance compared to its closest rental car industry peer (Avis) and closest equipment rental peer (United Rentals), as set forth below.

Total Shareholder Returns (through November 4, 2014)
	1-year	3-year	5-year
Hertz	(12%)	75%	135%
Avis	73%	304%	509%
United Rentals	66%	346%	1,082%

The Board now has the opportunity to finally unlock Hertz’s enormous value creation potential and to regain the Company’s lost credibility with investors, but doing so will require choosing a CEO who is a proven value creator in the car rental industry and has the necessary skills and experience. That is why we, and most other shareholders and analysts with whom we have spoken, firmly believe that former Dollar Thrifty CEO Scott Thompson is the clear choice. Hertz’s next CEO must be able to fully address the following issues, and we believe Mr. Thompson has more than demonstrated he is capable of doing so.

• Fleet Management: Mr. Thompson has repeatedly demonstrated his ability in managing fleet costs. As CEO of Dollar Thrifty and a founder and CFO of Group 1 Automotive, he had extensive experience negotiating both retail and wholesale automotive purchases from all the major world-wide OEMs. In fact, by negotiating better pricing, maximizing the useful life of each vehicle and employing disciplined selling, Mr. Thompson took Dollar Thrifty’s annual fleet costs from the highest among its publicly-traded peers to the lowest, despite Dollar Thrifty being the smallest company in this group.
•  
• Pricing: Mr. Thompson has shown a deep understanding of rental car industry dynamics and the strategies of his competitors in his approach to pricing. He has long demonstrated a commitment to price over volume, noting for years at Dollar Thrifty that he was focused on profitable revenue growth, taking the bold step of raising prices more than any of his competitors in 2009 despite declines in volume, and walking away from tour accounts rather than sacrifice price, all of which translated to significant value creation over the long-term.
• Accounting: While no CEO can undo the errors of Hertz’s past, Mr. Thompson is well-suited to help clean up the fallout. As a CPA and former public company CFO, as well as the former CEO of Dollar Thrifty, he has a detailed understanding of rental car industry accounting. He can also manage rebuilding tasks such as managing lender groups, having taken the reins of Dollar Thrifty when it was teetering on the edge of bankruptcy.
• Recruiting and Retaining Talent: Mr. Thompson has shown a clear capacity for team-building both as a founder of Group 1 Automotive and as CEO of Dollar Thrifty, where he recruited and retained key talent and where our diligence shows he was well-liked by employees. Many of Hertz’s employees are also former employees of Dollar Thrifty, which was acquired by Hertz in 2012, meaning Mr. Thompson is already well-known to a significant percentage of the Company’s work force.
• Customer & Brand Perception: Hertz is facing service issues which we believe have resulted from poor systems integration and suboptimal fleet deployment. Mr. Thompson has a demonstrated track record of improving service levels and can begin to immediately address these issues which, if left to fester, may begin to impair the Company’s brand.
• Systems: While not as complex as the systems integration currently being pursued by Hertz, Mr. Thompson has experience overseeing systems integration at Group 1 Automotive, which was built through acquisitions and where the systems group was under his oversight, and at Dollar Thrifty, which began to upgrade its systems and introduced a new counter system prior to being acquired by Hertz.
• Restoring Credibility with Investors: Few executives in any industry have generated as much shareholder value creation as CEO as Mr. Thompson did at Dollar Thrifty, where he generated an annualized return of approximately 200%, and we believe Dollar Thrifty shareholders largely credit him for turning the business around and realizing an attractive outcome for shareholders.

We believe that the Board may have reservations about Mr. Thompson given that the Dollar Thrifty transaction was largely perceived as a significant victory for Dollar Thrifty shareholders which came at the expense of Hertz. We fail to see, however, how Mr. Thompson’s determined and successful efforts to deliver maximum value for his shareholders at Dollar Thrifty can be seen as anything other than an overwhelming positive; this quality is in fact exactly what Hertz shareholders want in a new CEO. We also understand that the Board may believe that Mr. Thompson has “campaigned” for the job. While we have seen no evidence of this, and in fact we initiated contact with him about the position rather than vice versa, it also strikes us as entirely misguided to consider enthusiasm for the job as anything other than a positive factor.

We appreciate that the Board has included Mr. Thompson in the search process. However, this does not change the fact that this process has dragged on for nearly two months as the Company’s share price has continued to deteriorate, while all this time the Board has had a clear and obvious choice in Mr. Thompson, who is already widely favored by shareholders. We acknowledge

that we have not met with any of the other candidates you may be considering, and therefore it is possible that the Board has identified a candidate who satisfies the criteria we have laid out even more fully than Mr. Thompson. If so, the Board should appoint that person now. If not, it is time to appoint Mr. Thompson immediately.

Sincerely,

 /s/ Barry Rosenstein

Barry Rosenstein

Managing Partner

JANA Partners LLC

EX-99

EXHIBIT C

Transactions in the Issuer since the Filing of the Original Schedule 13D

The following table sets forth all transactions in the Shares effected since the filing of the Original Schedule 13D by the Reporting Person. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

Trade Date	Shared Purchased (Sold)	Price Per Share ($)
10/22/2014*	(16,444)	21.73

* Transaction was effected for the purpose of rebalancing the holdings of funds and accounts managed by the Reporting Person.