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* SCHERR STEPHEN M (Last) (First) (Middle) 8501 WILLIAMS ROAD (Street) ESTERO FL 33928 (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 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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	12/31/2022		F		586,863(1)	D	$0	2,215,727	D
Common Stock	12/31/2022		M		2,802,590(2)	A	$0	5,018,317	D
Common Stock	12/31/2022		F		293,432(3)	D	$0	4,724,885	D

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
Performance - Vested Restricted Stock Units	(4)	12/31/2022		M			2,802,590(5)	(6)	02/28/2027	Common Stock	2,802,590	$0	3,736,788	D

Explanation of Responses:

1. Represents shares withheld to satisfy tax withholding obligations in connection with vesting of 1,121,036 restricted stock units ("RSUs"), which reflects 40% of the 2,802,590 RSUs granted to the Reporting Person on February 28, 2022 and previously reported on a Form 4 filed on March 2, 2022.

2. These securities result from achieving specified stock price levels during 2022 associated with the performance-vested RSUs granted on February 28, 2022 (the "Performance RSUs"). With achievement of these stock price levels during 2022, the Performance RSUs vest ratably over a five-year period commencing on December 31, 2022, with the first vesting event occurring on December 31, 2022. Consequently, this amount consists of two elements: 1) 560,518 shares of common stock received upon vesting of 1/5th of the Performance RSUs, and 2) 2,242,072 unvested RSUs that vest ratably between 2023 and 2026.

3. Represents shares withheld to satisfy tax withholding obligations in connection with vesting of 560,518 Performance RSUs described in footnote 2 above.

4. Performance RSUs convert on a one-for-one basis.

5. Represents Performance RSUs for which specified stock price performance levels were achieved during 2022.

6. Based on achievement of stock price levels during 2022, Performance RSUs vest ratably over a five-year period commencing on December 31, 2022, with the first vesting event occurring on December 31, 2022.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	Dane E. Allen, by Power of Attorney on behalf of Stephen M. Scherr	01/04/2023
	** 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).
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