| 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) 11/05/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 11/05/2007 | M | 150,000 | A | $4.56 | 175,000 | D | |||
| Common Stock | 11/05/2007 | S | 150,000 | D | $19.5021(1) | 25,000 | D | |||
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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 Option (right to buy) | $4.56 | 11/05/2007 | M | 30,000 | (2) | (2) | Common Stock | 30,000 | $0 | 20,000 | D | ||||
| Employee Stock Option (right to buy) | $4.56 | 11/05/2007 | M | 120,000 | (3) | (3) | Common Stock | 120,000 | $0 | 80,000 | D | ||||
| Explanation of Responses: |
| 1. A total of 150,000 shares were sold in a series of transactions on November 5, 2007 for an average price of $19.5021. The average price represents the weighted average of the following transactions: 145,100 shares were sold for $19.50; 600 shares were sold for $19.65; 400 shares were sold for $19.63; 400 shares were sold for $19.60; 200 shares were sold for $19.59; 400 shares were sold for $19.57; 2000 shares were sold for $19.55; 200 shares were sold for $19.49; 400 shares were sold for $19.48; 100 shares were sold for $19.54; 100 shares were sold for $19.46; and 100 shares were sold for $19.52. |
| 2. The reporting person was granted 50,000 options on May 5, 2006, which were to become exercisable in five equal installments on the first through fifth anniversaries of the grant date. The vesting dates for the second and third installments were accelerated on October 18, 2007 by agreement between the Reporting Person and the Issuer in connection with the pending end of the Reporting Person's employment by the Issuer. Pursuant to the agreement, such options will remain exercisable for 60 days from date of vesting (which 60 day period is subject to extension under certain circumstances) and to the extent not exercised within such period will be canceled. The fourth and fifth installments will be unvested and will terminate effective as of the termination of the Reporting Person's employment, and are contained in Column 9 of Table II. |
| 3. The Reporting Person was granted 200,000 options on May 18, 2006, which were to become exercisable in five equal annual installments on the first through fifth anniversaries of the grant date. The vesting dates for the second and third installments were accelerated to October 18, 2007 by agreement between the Reporting Person and the Issuer in connection with the pending end of the Reporting Person's employment by the Issuer. Pursuant to the agreement, such options will remain exercisable for 60 days from date of vesting (which 60 day period is subject to extension under certain circumstances) and to the extent not exercised within such period will be canceled. The fourth and fifth installments will be unvested and will terminate effective as of the termination of the Reporting Person's employment, and are contained in Column 9 of Table II. |
| Stuart M. Geschwind, By Power of Attorney on behalf of Harold E. Rolfe | 11/06/2007 | |
| ** 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. | ||