HERC HOLDINGS INC — Director's Dealing 2011

Mar 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERTZ GLOBAL HOLDINGS INC (HTZ)
CIK: 0001364479
Period of Report: 2011-03-04

Reporting Person: BAKER LEIGHANNE G (Senior Vice President and CHRO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-04	Common Stock	M	10315	—	Acquired	123923	Direct
2011-03-04	Common Stock	F	3750	$14.99	Disposed	120173	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Performance Stock Units	$	M	10315	Disposed		Common Stock (10315)	Direct

Footnotes

F1: Represents shares issued to the reporting person in respect of the vesting of the first tranche of Performance Stock Units issued on February 28, 2011.

F2: Shares withheld to pay tax liabilities incident to the vesting of performance stock units.

F3: Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The performance stock units vest in three tranches, contingent upon the recipient's continued employment. The first and second tranches will consist of 25% of the grant and the third tranche will consist of 50% of the grant. The first tranche vested on March 4, 2011, the second tranche will vest on March 4, 2012 and the third tranche will vest on March 4, 2013.

F4: Includes 8528 shares acquired through Employee Stock Purchase Plan.