Filing Details

Accession Number:
0001140361-11-056842
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-12-09 13:57:30
Reporting Period:
2011-11-11
Filing Date:
2011-12-09
Accepted Time:
2011-12-09 13:57:30
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1364479 Hertz Global Holdings Inc HTZ Services-Auto Rental & Leasing (No Drivers) (7510) 203530539
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
70858 Bank Of America Corp /De/ Bank Of America Corporate Center
100 N Tryon St
Charlotte NC 28255
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2011-11-11 15 $11.84 29,893,676 No 4 P Indirect See Footnotes
Common Stock Disposition 2011-11-14 15 $11.51 29,893,661 No 4 S Indirect See Footnotes
Common Stock Acquisiton 2011-11-23 183 $10.25 29,893,844 No 4 P Indirect See Footnotes
Common Stock Disposition 2011-11-25 183 $10.35 29,893,661 No 4 S Indirect See Footnotes
Common Stock Acquisiton 2011-11-28 1,788 $0.00 29,895,449 No 4 A Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Footnotes
No 4 S Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 S Indirect See Footnotes
No 4 A Indirect See Footnotes
Footnotes
  1. This Form 4 is being filed by Bank of America Corporation ("BAC" or the "Reporting Person"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of its subsidiaries.
  2. Transaction executed by the error correction section of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a broker-dealer and subsidiary of BAC, to correct errors made in connection with agency brokerage trades made on behalf of clients of MLPFS.
  3. In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to Hertz Global Holdings, Inc. BAC disclaims such transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to such transaction.
  4. 1,788 shares were granted to Merrill Lynch Global Private Equity, Inc. ("MLGPE Inc."), which is a wholly owned subsidiary of ML IBK Positions, Inc., which is a wholly owned subsidiary of Merrill Lynch Group Inc. ("ML Group"), as assignee of compensation payable to Angel Morales for service as a director of the Issuer.
  5. 24,481,476 shares are owned directly by ML Global Private Equity Fund, L.P. ("MLGPE"). MLGPE Ltd. is the general partner of MLGPE and is a wholly owned subsidiary of ML Global Private Equity Partners, L.P. ("MLGPEP"), the general partner of which is Merrill Lynch GP, Inc. ("ML GP"), which is a wholly owned subsidiary of ML Group, which is a wholly owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co."), which is a wholly owned subsidiary of BAC. MLGPE Ltd., as the general partner of MLGPE, has decision-making power over the voting and disposition of shares of portfolio investments of MLGPE, including MLGPE's investment in the Issuer. However, the consent of MLGPEP is expressly required in connection with any such vote or disposition. In turn, action by MLGPEP with respect to investment matters requires the consent of MLGPEP's investment committee as well as its general partner, ML GP.
  6. 2,949,860 shares are owned directly by Merrill Lynch Ventures L.P. 2001 ("MLV LP"), a limited partnership whose general partner is Merrill Lynch Ventures, L.L.C. ("MLV LLC"), a wholly owned subsidiary of ML Group, which is a wholly owned subsidiary of ML&Co.
  7. 2,362,247 shares are owned directly by ML Hertz Co-Investor, L.P. ("Hertz Co-Investor LP"), a limited partnership whose general partner is ML Hertz Co-Investor GP, L.L.C. ("Hertz Co-Investor LLC"), whose sole managing member is MLGPE.
  8. 68,370 shares are owned directly by MLGPE Inc.
  9. 31,723 shares are owned by MLPFS.
  10. 31,708 shares are owned by MLPFS.
  11. 31,891 shares are owned by MLPFS.
  12. 70,158 shares are owned directly by MLGPE Inc.
  13. Each of BAC, ML&Co., MLGPE, MLGPE Ltd., MLGPEP, ML GP, ML Group, MLV LP, MLV LLC, Hertz Co-Investor LP, Hertz Co-Investor LLC, MLPFS and MLGPE Inc (collectively, the "Reporting Persons") disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.
  14. Pursuant to the Amended and Restated Stockholders Agreement dated November 20, 2006, (as it may be amended from time to time, the "Stockholders Agreement"), among Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment L.P., CEP II U.S. Investments, L.P., CEP II Participations S.a.r.l, MLGPE, MLV LP, CMC-Hertz Partners, L.P. and Hertz Co-Investor LP, MLGPE had the right to designate two members to the board of directors of the Issuer. On March 31, 2011, investment funds associated with or designated by Clayton, Dubilier & Rice, LLC, The Carlyle Group and BAML Capital Partners, which was formerly known as Merrill Lynch Global Private Equity (collectively, the "Sponsors") completed a secondary offering of the Issuer's common stock, through which the Sponsors' collective ownership was reduced from over 50% of the outstanding shares of the Issuer's common stock to approximately 39%.
  15. Following the secondary offering, the Issuer no longer qualifies for any of the "controlled company" exemptions under New York Stock Exchange ("NYSE") rules. Under the Stockholders Agreement, MLGPE was obligated to cause one of its nominees to resign in the event that the Issuer was no longer a "controlled company" under NYSE rules. On August 12, 2011, Robert F. End (an MLGPE nominee) resigned from the Issuer's board of directors. MLGPE now has the right to designate one member to the board of directors of the issuer. Each of the Reporting Persons other than MLGPE disclaims its possible status as director of the Issuer.