| 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 [ HTZZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2021 | ||||||||||||||||||||||||||
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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, $0.0001 par value | 11/12/2021 | S | 15,217,635(1) | D | $27.695 | 181,455,469 | D(2)(3) | |||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities were sold pursuant to an Underwriting Agreement between the Issuer, CK Amarillo LP ("CK Amarillo") and certain other Selling Stockholders and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, collectively acting as the Underwriters. |
| 2. The reported securities are directly held by CK Amarillo. CK Amarillo GP, LLC serves as the general partner of CK Amarillo, and Certares Opportunities LLC and Knighthead Capital Management LLC serve as investment managers ("Investment Managers") of CK Amarillo, pursuant to the Investment Management Agreement, effective as of April 15, 2021, by and among each of the foregoing. Investment decisions with respect to the Common Stock held by CK Amarillo are made by an investment committee of the Investment Managers, which committee includes Michael Gregory O'Hara and Thomas Wagner, who are members of the issuer's board of directors, and Ara D. Cohen. |
| 3. The committee is empowered to vote or dispose of the shares on behalf of CK Amarillo, and as a result, each of Mr. O'Hara, Mr. Wagner and Mr. Cohen may be attributed beneficial ownership of the reported securities. Each of the foregoing and each reporting person disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, as applicable. |
| CK AmarilloLP /s/ Tom LaMacchia, as authorized signatory for CK Amarillo GP, LLC, the general partner of CK Amarillo LP. /s/ Laura Torrado, as authorized signatory for CK Amarillo GP, LLC, the general partner of CK Amarillo LP. | 11/16/2021 | |
| CK Amarillo GP, LLC /s/ Tom LaMacchia , as authorized signatory for CK Amarillo GP, LLC. /s/ Laura Torrado, as authorized signatory for CK Amarillo GP, LLC. | 11/16/2021 | |
| Certares Opportunities LLC /s/ Tom LaMacchia, as Managing Director & General Counsel for Certares Management LLC, the sole member of Certares Opportunities LLC. | 11/16/2021 | |
| Knighthead Capital Management, LLC /s/ Laura Torrado, as General Counsel for Knighthead Capital Management, LLC. | 11/16/2021 | |
| ** 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. | ||