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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Stock Units | (4) | 11/14/2009 | M | 107,500 | (4) | (4) | Common Stock | 107,500 | (4) | 107,500 (4) | I (5) | By Mark P. Frissora Revocable Trust (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FRISSORA MARK P 225 BRAE BOULEVARD PARK RIDGE, NJ 07656 |
Chief Executive Officer |
Stuart M. Geschwind, By Power of Attorney on behalf of Mark P. Frissora | 11/17/2009 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares issued in respect of the vesting of the first tranche of Performance Stock Units issued on November 14, 2008. |
(2) | Shares withheld to pay tax liabilities incident to the vesting of performance stock units. |
(3) | Includes 8289 shares acquired through Employee Stock Purchase Plan. |
(4) | Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The performance stock units vest in two equal tranches. The first tranche vested on November 14, 2009, which was the first anniversary of the date of grant. Vesting was contingent upon (a) the Recipient's continued employment and (b) satisfaction of the consolidated leverage ratio covenants in the credit agreements governing The Hertz Corporation's senior credit facilities during the period commencing on the date of grant and ending on the first anniversary thereof. The second tranche will vest on the second anniversary of the date of grant contingent only upon the Recipient's continued employment. |
(5) | The Performance Stock Units were issued to the Reporting Person on November 14, 2008. The Reporting Person transferred the Performance Stock Units to the Mark P. Frissora Revocable Trust on September 10, 2009. |