HERC HOLDINGS INC — Director's Dealing 2012

Mar 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERTZ GLOBAL HOLDINGS INC (HTZ)
CIK: 0001364479
Period of Report: 2012-03-06

Reporting Person: Douglas Elyse (Execute Vice President and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-06	Price Vesting Units	$	A	55226	Acquired		Common Stock (55226)	Direct

Footnotes

F1: Each Price Vesting Unit (PVU) represents a contingent right to receive 1 share of HTZ common stock. The PVUs vest in 2 equal tranches on the third and fourth anniversaries of the date of grant, respectively. The first tranche will vest on March 6, 2015, contingent upon (a) the Recipient's continued employment and (b) the average of the closing prices of HTZ shares on the 20 trading days ending on the vesting date being at least $16.5899; if such 20 day average is less than $16.5899 but greater than $14.4260, then a prorated portion of the tranche will vest; if such 20 day average is less than or equal to $14.4260, the tranche will be forfeited. The second tranche will vest on March 6, 2016, contingent upon (a) the Recipient's continued employment and (b) the average of the closing prices of HTZ shares on the 20 trading days ending on the vesting date being at least $18.0325; if such 20 day average is less than $18.0325 but greater than $14.4260, [CONTINUED IN FOOTNOTE 2]

F2: [CONTINUED FROM FOOTNOTE 1]
then a prorated portion of the tranche will vest; if such 20 day average is less than or equal to $14.4260, the tranche will be forfeited.