Sec Form 4 Filing - Plescia Gerald A @ HERTZ GLOBAL HOLDINGS INC - 2010-11-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Plescia Gerald A
2. Issuer Name and Ticker or Trading Symbol
HERTZ GLOBAL HOLDINGS INC [ HTZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec. VP & Pres. of HERC
(Last) (First) (Middle)
225 BRAE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
11/13/2010
(Street)
PARK RIDGE, NJ07656
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/13/2010 M 10,000 A ( 1 ) 109,577 ( 4 ) D
Common Stock 11/13/2010 F 4,635 ( 2 ) D ( 2 ) $ 12.02 104,942 ( 4 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units ( 3 ) 11/13/2010 M 10,000 ( 3 ) ( 3 ) Common Stock 10,000 ( 3 ) 0 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Plescia Gerald A
225 BRAE BOULEVARD
PARK RIDGE, NJ07656
Exec. VP & Pres. of HERC
Signatures
Stuart M. Geschwind, By Power of Attorney on behalf of Gerald A. Plescia 11/16/2010
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares issued to the reporting person in respect of the vesting of the second tranche of Performance Stock Units issued on November 13, 2008.
( 2 )Shares withheld to pay tax liabilities incident to the vesting of performance stock units.
( 3 )Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The performance stock units vested in two tranches on the first and second anniversaries of the date of grant. Vesting of the first tranche 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. Vesting of the second tranche was contingent only upon the Recipient's continued employment.
( 4 )Includes 5379 shares acquired through Employee Stock Purchase Plan.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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