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 [ HTZGQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2021 | ||||||||||||||||||||||||||
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 | 06/15/2021 | S | 7,624 | D | $7.89(1) | 22,105 | D | |||
Common Stock | 06/30/2021 | D | 22,105(2)(3) | D | $0 | 0 | D | |||
New Common Stock | 06/30/2021 | A(4) | 1,999 | A | $0 | 1,999 | D | |||
New Common Stock | 06/30/2021 | A(5) | 188 | A | $10 | 2,187 | D |
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 | ||||||||
Subscription Rights (right to buy)(5) | $10 | 06/30/2021 | A | 188 | 06/30/2021 | 06/30/2021 | New Common Stock | 188 | $0 | 188 | D | ||||
Subscription Rights (right to buy) | $10 | 06/30/2021 | M | 188 | 06/30/2021 | 06/30/2021 | New Common Stock | 188 | $0 | 0 | D | ||||
Warrant (right to buy) | $13.8 | 06/30/2021 | A | 14,147 | 06/30/2021 | 06/30/2050(6) | New Common Stock | 14,147 | $0 | 14,147 | D |
Explanation of Responses: |
1. The price reported is the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $7.83 to $7.91. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the above range. |
2. On May 22, 2020, Hertz Global Holdings, Inc. (the "Issuer") and certain of its U.S. subsidiaries, (collectively, with the Issuer, the "Debtors"), filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On June 10, 2021, the Bankruptcy Court entered an order confirming the Debtors' Second Modified Third Amended Joint Chapter 11 Plan of Reorganization (as amended, modified or supplemented from time to time, the "Plan"), and on June 30, 2021 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. |
3. On the Effective Date, all of the Company's previously outstanding shares of common stock ("Old Common Stock"), including options, warrants, rights, restricted stock units or other securities or agreements to acquire such common stock, were cancelled and extinguished pursuant to the Plan. |
4. Pursuant to the terms of the Plan, on the Effective Date all holders of the Old Common Stock received, in the aggregate, (i) $1.53 per share; and (ii) their pro rata share of common stock ("New Common Stock") representing 3% of the shares of the reorganized Company (subject to dilution for warrants and a new management incentive plan). |
5. Pursuant to the terms of the Plan, on the Effective Date, certain holders, including the Reporting Person, received the opportunity to subscribe for shares of New Common Stock in a rights offering for approximately 35% of the shares of New Common Stock (subject to dilution by the issuance of shares pursuant to warrants and a new management incentive plan). |
6. The 30-year warrants expire on June 30, 2051. For technical reasons, this Form 4 displays a date of June 30, 2050, which should be read as June 30, 2051. |
Remarks: |
The open market sale on June 15, 2021 was reported late due to an administrative oversight. The Reporting Person resigned as a director of the Issuer effective June 30, 2021. As a result, the Reporting Person is no longer subject to Section 16 in connection with transactions in the securities of the Company and therefore will no longer report any such transactions on Form 4 and Form 5. |
Matthew Potalivo, by Power of Attorney on behalf of David A. Barnes | 07/02/2021 | |
** 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. |