X0306 4 2017-08-10 0 0001364479 HERC HOLDINGS INC HRI 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES HOLDING LLC 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 0 0 1 0 0000928464 HIGH RIVER LIMITED PARTNERSHIP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001313666 ICAHN PARTNERS LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322827 ICAHN PARTNERS MASTER FUND LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 Common Stock, par value $0.01 per share ("Shares") 2017-08-10 4 J 0 4359 37.46 A 4317219 I please see footnotes Shares 2017-08-10 4 J 0 17438 37.46 A 4334657 I please see footnotes Shares 2017-08-10 4 J 0 380 37.45 A 4335037 I please see footnotes Shares 2017-08-10 4 J 0 980 37.45 A 4336017 I please see footnotes Shares 2017-08-10 4 J 0 540 37.45 A 4336557 I please see footnotes Shares 2017-08-10 4 J 0 9797 37.48 A 4346354 I please see footnotes Shares 2017-08-10 4 J 0 23249 37.48 A 4369603 I please see footnotes Shares 2017-08-10 4 J 0 15937 37.48 A 4385540 I please see footnotes Shares 2017-08-10 4 P 0 83574 38.93 A 4469114 I please see all footnotes Shares 2017-08-11 4 P 0 25675 39.00 A 4494789 I please see footnotes Forward contract (obligation to purchase) 2017-08-10 4 J 0 1 D 2017-06-08 2019-06-07 Shares 4359 0 I please see footnotes Forward contract (obligation to purchase) 2017-08-10 4 J 0 1 D 2017-06-08 2019-06-07 Shares 17438 0 I please see footnotes Forward contract (obligation to purchase) 2017-08-10 4 J 0 1 D 2017-06-09 2019-06-07 Shares 380 0 I please see footnotes Forward contract (obligation to purchase) 2017-08-10 4 J 0 1 D 2017-06-09 2019-06-07 Shares 980 0 I please see footnotes Forward contract (obligation to pirchase) 2017-08-10 4 J 0 1 D 2017-06-09 2019-06-07 Shares 540 0 I pleAse see footnotes Forward contract (obligation to purchase) 2017-08-10 4 J 0 1 D 2017-06-15 2019-06-07 Shares 9797 0 I please see footnotes Forward contract (obligation to purchase) 2017-08-10 4 J 0 1 D 2017-06-15 2019-06-07 Shares 23249 0 I please see footnotes Forward contract (obligation to purchase) 2017-08-10 4 J 0 1 D 2017-06-15 2019-06-07 Shares 15937 0 I pleasee see footnotes On August 10, 2017, High River Limited Partnership ("High River") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 4,359 Shares, at a forward price of $35.00 per Share, plus a financing charge. On August 10, 2017, Icahn Partners LP ("Icahn Partners") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 17,438 Shares at a forward price of $35.00 per Share, plus a financing charge. On August 10, 2017, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 380 Shares, at a forward price of $35.00 per Share, plus a financing charge. On August 10, 2017, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 980 Shares, at a forward price of $35.00 per Share, plus a financing charge. On August 10, 2017, Icahn Partners Master Fund LP ("Icahn Master") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 540 Shares at a forward price of $35.00 per Share, plus a financing charge. On August 10, 2017, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 9,797 Shares, at a forward price of $35.00 per Share, plus a financing charge. On August 10, 2017, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 23,249 Shares, at a forward price of $35.00 per Share, plus a financing charge. On August 10, 2017, Icahn Master acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 15,937 Shares, at a forward price of $35.00 per Share, plus a financing charge. On August 10, 2017, High River purchased 16,715 Shares, Icahn Partners purchased 39,387 Shares and Icahn Master purchased 27,472 Shares, in each case at a price of $38.93 per Share. On August 11, 2017, High River purchased 5,135 Shares, Icahn Partners purchased 12,185 Shares and Icahn Master purchased 8,355 Shares, in each case at a price of $39.00 per Share. High River directly beneficially owns 898,957 Shares, Icahn Partners directly beneficially owns 2,133,096 Shares, and Icahn Master directly beneficially owns 1,462,736 Shares. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. CARL C. ICAHN 2017-08-14 HIGH RIVER LIMITED PARTNERSHIP 2017-08-14 ICAHN PARTNERS LP 2017-08-14 ICAHN PARTNERS MASTER FUND LP 2017-08-14