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 |
| |||||||||||||||
| 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 [ HTZGQ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 06/30/2021 | D(1)(2) | 15,011(3) | D | $0 | 0 | D | |||
| New Common Stock | 06/30/2021 | A(4) | 326 | A | $0 | 326 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Warrant (right to buy) | $13.8 | 06/30/2021 | A(5) | 2,327 | 06/30/2021 | 06/30/2050(6) | New Common Stock | 2,327 | $0 | 2,327 | D | ||||
| Explanation of Responses: |
| 1. On May 22, 2020, Hertz Global Holdings, Inc. (the "Issuer") and certain of its U.S. subsidiaries, (collectively, with the Issuer, the "Debtors"), filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On June 10, 2021, the Bankruptcy Court entered an order confirming the Debtors' Second Modified Third Amended Joint Chapter 11 Plan of Reorganization (as amended, modified or supplemented from time to time, the "Plan"), and on June 30, 2021 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. |
| 2. On the Effective Date, all of the Company's previously outstanding shares of common stock ("Old Common Stock"), including options, warrants, rights, restricted stock units or other securities or agreements to acquire such common stock, were cancelled and extinguished pursuant to the Plan. |
| 3. Includes 3,606 vested shares of Old Common Stock and 11,405 shares consisting of unvested restricted stock units and unvested performance stock units. |
| 4. Pursuant to the terms of the Plan, on the Effective Date all holders of vested Old Common Stock received, in the aggregate, (i) $1.53 per share; and (ii) their pro rata share of common stock ("New Common Stock") representing 3% of the shares of the reorganized Company (subject to dilution for warrants and a new management incentive plan). |
| 5. Pursuant to the terms of the Plan, on the Effective Date, certain holders, including the Reporting Person, received a distribution of 30-year warrants for 18% of the shares of New Common Stock of the reorganized Company (subject to dilution by the issuance of shares pursuant to a new management incentive plan) with an exercise price based on a total equity value of $6.5 billion. |
| 6. The 30-year warrants expire on June 30, 2051. For technical reasons, this Form 4 displays a date of June 30, 2050, which should be read as June 30, 2051. |
| Remarks: |
| Dane E. Allen, by Power of Attorney on behalf of Laura Smith | 07/02/2021 | |
| ** 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. | ||