HERC HOLDINGS INC — Director's Dealing 2017

Jun 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERC HOLDINGS INC (HRI)
CIK: 0001364479
Period of Report: 2017-06-08

Reporting Person: ICAHN CARL C (10% Owner)
Reporting Person: HIGH RIVER LIMITED PARTNERSHIP (10% Owner)
Reporting Person: ICAHN PARTNERS LP (10% Owner)
Reporting Person: ICAHN PARTNERS MASTER FUND LP (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-08	Forward contract (obligation to purchase)	$	J	1	Acquired	2019-06-07	Common Stock, par value $0.01 per share ("Shares") (4359)	Indirect
2017-06-08	Forward contract (obligation to purchase)	$	J	1	Acquired	2019-06-07	Shares (17438)	Indirect
2017-06-09	Forward contract (obligation to purchase)	$	J	1	Acquired	2019-06-07	Shares (380)	Indirect
2017-06-09	Forward contract (obligation to purchase)	$	J	1	Acquired	2019-06-07	Shares (980)	Indirect
2017-06-09	Forward contract (obligation to purchase)	$	J	1	Acquired	2019-06-07	Shares (540)	Indirect

Footnotes

F1: On June 8, 2017, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 4,359 Shares, at a forward price of $35.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, High River paid the counterparty to the forward contract $2.46 per Share upon establishing the forward contract. Subject to High River's right to accelerate the settlement date, the forward contract will settle on June 7, 2019. The forward contract provides for physical settlement, with High River retaining the right to elect cash settlement. The forward contracts do not give High River direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

F2: On June 8, 2017, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 17,438 Shares at a forward price of $35.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Partners paid the counterparty to the forward contract $2.46 per Share upon establishing the forward contract. Subject to Icahn Partners' right to accelerate the settlement date, the forward contract will settle on June 7, 2019. The forward contract provides for physical settlement, with Icahn Partners retaining the right to elect cash settlement. The forward contracts do not give Icahn Partners direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

F3: On June 9, 2017, High River entered into a forward contract providing for the purchase by High River of 380 Shares at a forward price of $35.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, High River paid the counterparty to the forward contract $2.45 per Share upon establishing the forward contract. Subject to High River's right to accelerate the settlement date, the forward contract will settle on June 7, 2019. The forward contract provides for physical settlement, with High River retaining the right to elect cash settlement. The forward contracts do not give High River direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

F4: On June 9, 2017, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 980 Shares at a forward price of $35.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Partners paid the counterparty to the forward contract $2.45 per Share upon establishing the forward contract. Subject to Icahn Partners' right to accelerate the settlement date, the forward contract will settle on June 7, 2019. The forward contract provides for physical settlement, with Icahn Partners retaining the right to elect cash settlement. The forward contracts do not give Icahn Partners direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

F5: On June 9, 2017, Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 540 Shares at a forward price of $35.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Master paid the counterparty to the forward contract $2.45 per Share upon establishing the forward contract. Subject to Icahn Master's right to accelerate the settlement date, the forward contract will settle on June 7, 2019. The forward contract provides for physical settlement, with Icahn Master retaining the right to elect cash settlement. The forward contracts do not give Icahn Master direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

F6: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.

F7: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F9: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.