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) 07/05/2019 | ||||||||||||||||||||||||||
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 | 07/05/2019 | X | 6,882(1) | A | $12.95 | 29,975(2)(3) | D | |||
Common Stock | 07/09/2019 | X | 3,068(4) | A | $12.95 | 33,043(2)(3) | 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) | $12.95 | 07/05/2019 | X | 10,000(1) | 06/26/2019 | 07/12/2019 | Common Stock | 6,882 | $0 | 4,458 | D | ||||
Subscription Rights (right to buy) | $12.95 | 07/09/2019 | X | 4,458(4) | 06/26/2019 | 07/12/2019 | Common Stock | 3,068 | $0 | 0 | D |
Explanation of Responses: |
1. Represents the exercise by the Reporting Person of 10,000 of his transferable basic subscription rights (each subscription right entitling its holder to purchase 0.688285 shares of HTZ Common Stock at a subscription price equal to $12.95 per whole share), which were distributed to all holders of HTZ Common Stock on a pro rata basis on the June 24, 2019 record date for the rights offering. The Reporting Person will acquire the shares of Common Stock received from the exercise when issued by the Issuer at the expiration of the rights offering on July 12, 2019. |
2. Includes 8,635 Restricted Stock Units, each of which represents a contingent right to receive one share of HTZ Common Stock, that will vest on the earliest to occur of (1) the business day immediately preceding the Issuer's 2020 annual meeting, (2) the date that the Reporting Person ceases to be a director or (3) a Change in Control (as defined in the Issuer's 2016 Omnibus Incentive Plan, which is an exhibit to the Issuer's proxy statement filed on Schedule 14A on April 5, 2019). |
3. Reflects the number of shares of Common Stock following anti-dilutive adjustments to the Reporting Person's outstanding equity awards, pursuant to the terms of such awards, in connection with the Issuer's pro rata distribution of transferable basic subscription rights discussed in footnotes 1 and 4. |
4. Represents the exercise by the Reporting Person of 4,458 of his transferable basic subscription rights (each subscription right entitling its holder to purchase 0.688285 shares of HTZ Common Stock at a subscription price equal to $12.95 per whole share), which were distributed to all holders of HTZ Common Stock on a pro rata basis on the June 24, 2019 record date for the rights offering. The Reporting Person will acquire the shares of Common Stock received from the exercise when issued by the Issuer at the expiration of the rights offering on July 12, 2019. |
Remarks: |
Albert K. Watson, by Power of Attorney on behalf of Kevin Sheehan | 07/09/2019 | |
** 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. |