SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
MERRILL LYNCH & CO INC

(Last) (First) (Middle)
4 WORLD FINANCIAL CENTER

(Street)
NEW YORK NY 10080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HERTZ GLOBAL HOLDINGS INC [ HTZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/24/2007
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 Acquired, Disposed of, or Beneficially Owned
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 08/14/2007 S 100(1) D $22.77 39,144,456(2)(3)(4)(5)(6)(7)(8) I See footnotes(2)(3)(4)(5)(6)(7)(8)
Common Stock 08/15/2007 S 3,400(1) D $22.7 39,141,056(2)(3)(4)(5)(6)(8)(9) I See footnotes(2)(3)(4)(5)(6)(8)(9)
Common Stock 08/15/2007 S 2,800(1) D $22.415 39,138,256(2)(3)(4)(5)(6)(8)(10) I See footnotes(2)(3)(4)(5)(6)(8)(10)
Common Stock 08/17/2007 P 6,300(1) A $21.0927 39,146,096(2)(4)(5)(6)(8)(11)(12) I See footnotes(2)(4)(5)(6)(8)(11)(12)
Common Stock 08/28/2007 S 1,400(1) D $22.1543 39,144,696(2)(4)(5)(6)(8)(11)(13) I See footnotes(2)(4)(5)(6)(8)(11)(13)
Common Stock 08/28/2007 S 700(1) D $22.18 39,143,996(2)(4)(5)(6)(8)(11)(14) I See footnotes(2)(4)(5)(6)(8)(11)(14)
Common Stock 09/07/2007 S 1,400(1) D $21.5379 39,142,596(2)(4)(5)(6)(8)(11)(15) I See footnotes(2)(4)(5)(6)(8)(11)(15)
Common Stock 09/10/2007 S 1,100(1) D $21.61 39,141,496(2)(4)(5)(6)(8)(11)(16) I See footnotes(2)(4)(5)(6)(8)(11)(16)
Common Stock 09/13/2007 P 2(17) A $19.99 39,141,498(2)(4)(5)(8)(11)(16)(18)(19) I See footnotes(2)(4)(5)(8)(11)(16)(18)(19)
Common Stock 09/14/2007 S 2(17) D $19.86 39,141,496(2)(4)(5)(8)(11)(16)(18)(20) I See footnotes(2)(4)(5)(8)(11)(16)(18)(20)
Common Stock 09/17/2007 P 122(17) A $19.83 39,141,618(2)(4)(5)(8)(11)(16)(18)(21) I See footnotes(2)(4)(5)(8)(11)(16)(18)(21)
Common Stock 09/17/2007 S 103(17) D $19.82 39,141,515(2)(4)(5)(8)(11)(16)(18)(22) I See footnotes(2)(4)(5)(8)(11)(16)(18)(22)
Common Stock 09/20/2007 S 500(1) D $21.8 39,141,015(2)(4)(5)(8)(11)(22)(23) I See footnotes(2)(4)(5)(8)(11)(22)(23)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. Reflects transactions executed by Merrill Lynch Financial Markets, Inc. ("MLFM"), a direct, wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co., Inc.") at clients' request.
2. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. In connection with all of the transactions reported on this Form, the Reporting Person has agreed to voluntarily remit appropriate profits, if any, to Hertz Global Holdings Inc.
3. As of the transaction date, 32,142,037 shares were owned directly by ML Global Private Equity Fund, L.P. ("MLGPE"), a partnership of which MLGPE Ltd. is the general partner, which is a wholly-owned subsidiary of ML Global Private Equity Partners, L.P., the general partner of which is Merrill Lynch GP, Inc., which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of ML&Co., Inc.
4. As of the transaction date, 3,872,549 shares were owned directly by Merrill Lynch Ventures L.P. 2001, a partnership of which Merrill Lynch Ventures, LLC is the general partner, which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of ML&Co., Inc.
5. As of the transaction date, 3,101,137 shares were owned directly by ML Hertz Co-Investor, L.P., a partnership of which ML Hertz Co-Investor GP, L.L.C. is the general partner, the sole managing member of which is MLGPE. See footnote 3.
6. As of the transaction date, 28,833 shares were owned directly by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a wholly-owned subsidiary of ML&Co., Inc.
7. MLFM's direct ownership was short 100 shares as of 8/14/2007.
8. Pursuant to the Shareholders Agreement dated December 21, 2005, as may be amended from time to time, among Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment L.P., CEP II U.S. Investments, L.P., CEP II Participations S.a.r.l, MLGPE, Merrill Lynch Ventures L.P. 2001, CMC-Hertz Partners, L.P. and ML Hertz Co-Investor, L.P., MLGPE has the right to designate two members to the board of directors of the Issuer. ML&Co., Inc. disclaims its possible status as a director of the Issuer.
9. MLFM's direct ownership was short 3,500 shares as of 8/15/2007.
10. MLFM's direct ownership was short 6,300 shares as of 8/15/2007.
11. 32,143,577 shares were owned directly by MLGPE, after grants reported on Form 4 filed on 8/21/2007.
12. No shares were owned directly by MLFM as of 8/17/2007.
13. MLFM's direct ownership was short 1,400 shares as of 8/28/2007.
14. MLFM's direct ownership was short 2,100 shares as of 8/28/2007.
15. MLFM's direct ownership was short 3,500 shares as of 9/7/2007.
16. MLFM's direct ownership was short 4,600 shares as of 9/10/2007
17. Reflects transactions executed by the error correction section of MLPFS to correct errors made in connection with trades made on behalf of clients.
18. The Reporting Person disclaims that this transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to this transaction.
19. 28,835 shares were owned directly by MLPFS as of 9/13/2007.
20. 28,833 shares were owned directly by MLPFS as of 9/14/2007.
21. 28,955 shares were owned directly by MLPFS as of 9/17/2007.
22. 28,852 shares were directly owned by MLPFS as of the transaction date.
23. MLFM's direct ownership was short 5,100 shares as of 9/20/2007.
Remarks:
This Amended Form 4 is being filed to amend the Form 4 originally filed on 9/24/2007.
Merrill Lynch & Co., Inc. By Frank Marinaro 10/17/2007
** 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.