HERC HOLDINGS INC — Director's Dealing 2014

Feb 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERTZ GLOBAL HOLDINGS INC (HTZ)
CIK: 0001364479
Period of Report: 2014-02-19

Reporting Person: BAKER LEIGHANNE G (Executive VP and CHRO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-19	Performance Stock Units	$	A	20201	Acquired		Common Stock (20201)	Direct
2014-02-19	Performance Stock Units	$	A	13852	Acquired		Common Stock (13852)	Direct
2014-02-19	Performance Stock Units	$	A	384	Acquired		Common Stock (384)	Direct

Footnotes

F1: Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The Performance Stock Units were initially granted in 2013, and the amount of Performance Stock Units eligible for vesting is subject in part to achievement of financial performance goals during 2013 and/or combined 2013-2014. The Performance Stock Units vest in three tranches, with 33 1/3% of the award earned, based on achievement of financial performance goals during 2013, vesting on the first, second and third anniversaries of the grant date, in each case if the executive is still an employee on the applicable vesting date. Based on achievement of combined 2013-2014 financial performance goals, additional Performance Stock Units may vest on the second and third anniversaries of the grant date.

F2: Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The Performance Stock Units were initially granted in 2013, and the amount of Performance Stock Units eligible for vesting is subject to achievement of financial performance goals during 2013. The Performance Stock Units vest in three tranches, with 33 1/3% of the award earned vesting on the first, second and third anniversaries of the grant date, in each case if the executive is still an employee on the applicable vesting date.

F3: Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The Performance Stock Units are additional Performance Stock Units earned with respect to an original grant of Performance Stock Units in 2012, based on achievement of financial performance goals during combined 2012-2013. The additional Performance Stock Units vest in two tranches, with 66 2/3% and 33 1/3% of the additional units earned vesting on the second and third anniversaries of the grant date of the original Performance Stock Units, in each case if the executive is still an employee on the applicable vesting date.