HERC HOLDINGS INC — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERTZ GLOBAL HOLDINGS INC (HTZ)
CIK: 0001364479
Period of Report: 2014-03-01

Reporting Person: Stuart Robert J (Executive VP Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	Common Stock	M	13114	—	Acquired	23139	Direct
2014-03-01	Common Stock	F	3587	$28.01	Disposed	19552	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-01	Performance Stock Units	$	M	13114	Disposed		Common Stock (13114)	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 vested on March 1, 2014.

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