HERC HOLDINGS INC — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERTZ GLOBAL HOLDINGS INC (HTZ)
CIK: 0001364479
Period of Report: 2013-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	Common Stock	M	10893	—	Acquired	77252	Direct
2013-03-01	Common Stock	F	4058	$19.82	Disposed	73194	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	Performance Stock Units	$	M	10893	Disposed		Common Stock (10893)	Direct

Footnotes

F1: 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 (a) the recipient's continued employment and (b) EBITDA of the issuer during the 2011 and 2012 fiscal years. The first and second tranches each consist of 25% of the grant and the third tranche will consist of 50% of the grant. The first and second tranches vested on March 1, 2012 and March 1, 2013, respectively, and the third tranche will vest on March 1, 2014.

F2: Includes 8,528 shares acquired through Employee Stock Purchase Plan.

F3: Shares withheld to pay tax liabilities incident to the vesting of Performance Stock Units.