Sec Form 4 Filing - Trimm David @ HERTZ GLOBAL HOLDINGS INC - 2014-03-25

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 Trimm David 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) EVP & CIO (Last) (First) (Middle) HERTZ GLOBAL HOLDINGS, INC., 225 BRAE BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2014 (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 03/25/2014 M 1,454 A $ 0 ( 3 ) 6,333 ( 2 ) D Common Stock 03/25/2014 F 398 ( 1 ) D $ 26.2 5,935 ( 2 ) D Common Stock 03/25/2014 M 944 A $ 0 ( 4 ) 6,879 ( 2 ) D Common Stock 03/25/2014 F 259 ( 1 ) D $ 26.2 6,620 ( 2 ) 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 ) 03/25/2014 M 1,454 ( 3 ) ( 3 ) Common Stock 1,454 $ 0 ( 3 ) 9,445 D Performance Stock Units ( 4 ) 03/25/2014 M 944 ( 4 ) ( 4 ) Common Stock 944 $ 0 ( 4 ) 8,501 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Trimm David HERTZ GLOBAL HOLDINGS, INC. 225 BRAE BOULEVARD PARK RIDGE, NJ07656 EVP & CIO Signatures William Langston, By Power of Attorney on behalf of David Trimm 03/27/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld to pay tax liabilities incident to the vesting of Restricted Stock Units. ( 2 )Includes 2,147 restricted stock units, each representing a contingent right to receive one share of HTZ Common Stock that will vest on March 6, 2015. ( 3 )Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The Performance Stock Units were initially granted in 2013, and the amount of Performance Stock Units eligible for vesting is subject in part to achievement of financial performance goals during 2013 and/or combined 2013 - 2014. The Performance Stock Units vest in three tranches, with 33 1/3% of the award earned, based on achievement of financial performance goals during 2013, vesting on the first, second and third anniversaries of the grant date, in each case if the executive is still an employee on the applicable vesting date. Based on achievement of combined 2013 - 2014 financial performance goals, additional Performance Stock Units may vest on the second and third anniversaries of the grant date. ( 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 2013, and the amount of Performance Stock Units eligible for vesting is subject to achievement of financial performance goals during 2013. The Performance Stock Units vest in three tranches, with 33 1/3% of the award earned vesting on the first, second and third anniversaries of the grant date, in each case if the executive is still an employee on the applicable vesting 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).

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