HERC HOLDINGS INC — Director's Dealing 2013

Mar 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERTZ GLOBAL HOLDINGS INC (HTZ)
CIK: 0001364479
Period of Report: 2013-03-06

Reporting Person: Eckroth Joseph F Jr (Senior Vice President, CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-06	Common Stock	M	10537	—	Acquired	173113	Direct
2013-03-06	Common Stock	F	3926	$20.34	Disposed	169187	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-06	Performance Stock Units	$	M	10537	Disposed		Common Stock (10537)	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 2012 and 2013 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 tranche vested on March 6, 2013, and the second and third tranches will vest on March 6, 2013 and March 6, 2014, respectively.

F2: Shares withheld to pay tax liabilities incident to the vesting of Performance Stock Units.