HERC HOLDINGS INC — Director's Dealing 2012

Feb 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERTZ GLOBAL HOLDINGS INC (HTZ)
CIK: 0001364479
Period of Report: 2012-02-26

Reporting Person: FRISSORA MARK P (CEO and Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-26	Common Stock	M	862182	—	Acquired	2130784	Indirect
2012-02-26	Common Stock	F	399621	$14.55	Disposed	1731163	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-26	Performance Stock Units	$	M	862182	Disposed		Common Stock (862182)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12390	Direct
Common Stock	350000	Indirect
Common Stock	785	Indirect

Footnotes

F1: Represents shares issued to the reporting person in respect of the vesting of the third tranche of Performance Stock Units issued on February 26, 2009.

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 vested in three tranches. The first tranche, consisting of 25% of the grant, vested on February 26, 2010, which was the first anniversary of the date of grant. Vesting was contingent upon (a) the Recipient's continued employment and (b)satisfaction of the consolidated leverage ratio covenants in the credit agreements governing The Hertz Corporation's senior credit facilities during the period commencing on the date of grant and ending on the first anniversary thereof. Following vesting of the first tranche, the second and third tranches vested on the second and third anniversaries of the date of grant contingent only upon the Recipient's continued employment. The second tranche consisted of 25% of the grant and the third tranche consisted of 50% of the grant.

F4: Shares acquired through Employee Stock Purchase Plan