SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HERTZ GLOBAL HOLDINGS, INC [ HTZ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/02/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/02/2017 | M | 60,174 | A | (4) | 100,214 | D | |||
Common Stock | 01/02/2017 | F | 18,754(1) | D | $21.56 | 81,460 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Options (right to purchase) | $90.16 | 01/02/2017 | A | 126,168 | (2)(3) | (2) | Common Stock | 126,168 | $0 | 126,168 | D | ||||
Performance Stock Units | (4) | 01/02/2017 | M | 60,174 | (3)(4) | (4) | Common Stock | 60,174 | (4) | 0 | D |
Explanation of Responses: |
1. Shares withheld to pay tax liabilities incident to the vesting of Performance Stock Units. |
2. On November 21, 2014, the Reporting Person was issued: (1) an option to acquire 126,168 shares of common stock of the Issuer that vested on December 31, 2015; and (2) an option to acquire 126,168 shares of common stock of the Issuer (the "performance options") that were scheduled to vest on December 31, 2017, subject to the satisfaction of revenue efficiency metrics in respect of the period from 2015-2017 to be developed by the Compensation Committee of the Board with input from the Reporting Person, and the Reporting Person continued employment on the vesting date, which will expire no later than June 30, 2020. The number of shares of common stock reported in this row has been adjusted in accordance with the Issuer's Separation and Distribution Agreement. |
3. On January 2, 2017, the performance options and Performance Stock Units vested pursuant to the Separation Agreement between the Issuer and the Reporting Person. |
4. Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The Performance Stock Units were initially granted in 2015 and scheduled to vest on December 31, 2017 subject to the satisfaction of revenue efficiency metrics developed by the Compensation Committee of the Board in respect of the period from 2015 - 2017, and the Reporting Person's continued employment through the vesting date. The number of shares common stock reported in this row has been adjusted in accordance with the Issuer's Separation and Distribution Agreement. |
William Langston, By Power of Attorney on behalf of John P. Tague | 01/04/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |