Sec Form 4 Filing - MERRILL LYNCH & CO INC @ HERTZ GLOBAL HOLDINGS INC - 2008-11-15

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 MERRILL LYNCH & CO INC 2. Issuer Name and Ticker or Trading Symbol HERTZ GLOBAL HOLDINGS INC [ HTZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2008 (Street) NEW YORK, NY10080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11/15/2008 A 6,914 ( 1 ) A $ 0 39,156,398 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X X ML Global Private Equity Fund, L.P. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X X MLGPE Ltd. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X ML Global Private Equity Partners, L.P. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X Merrill Lynch GP, Inc. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X Merrill Lynch Ventures LP 2001 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X MERRILL LYNCH VENTURES LLC 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X ML Hertz Co-Investor, L.P. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X ML Hertz Co-Investor GP, L.L.C. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X Merrill Lynch Group, Inc. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X Signatures Merrill Lynch & Co., Inc. By: Frank Marinaro 11/17/2008 Signature of Reporting Person Date ML Global Private Equity Fund, L.P. By: MLGPE Ltd., its general partner By: Frank Marinaro 11/17/2008 Signature of Reporting Person Date MLGPE LTD. By: Frank Marinaro 11/17/2008 Signature of Reporting Person Date ML Global Private Equity Partners, L.P. By: Merrill Lynch GP, Inc., its general partner By: Frank Marinaro 11/17/2008 Signature of Reporting Person Date Merrill Lynch GP, Inc. By: Frank Marinaro 11/17/2008 Signature of Reporting Person Date Merrill Lynch Ventures L.P. 2001 By: Merrill Lynch Ventures, LLC, its general Partner By: Frank Marinaro 11/17/2008 Signature of Reporting Person Date Merrill Lynch Ventures, LLC By: Frank Marinaro 11/17/2008 Signature of Reporting Person Date ML Hertz Co-Investor, L.P. By: ML Hertz Co-Investor GP, LLC By: ML Global Private Equity Fund, L.P., its sole member by: MLGPE Ltd., its general partner By: Frank Marinaro 11/17/2008 Signature of Reporting Person Date ML Hertz Co-Investor GP, L.L.C. By: ML Global Private Equity Fund, L.P., its sole member by: MLGPE Ltd., its general partner By: Frank Marinaro 11/17/2008 Signature of Reporting Person Date Merrill Lynch & Co., Inc. By Frank Marinaro 11/17/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )3,191 of the shares reported were granted to ML Global Private Equity Fund, L.P. ("MLGPE") as assignee of compensation payable to George Bitar for service as a director of the Issuer. 3,723 of the shares reported were granted to MLGPE as assignee of compensation payable to Robert End for service as a director of the Issuer. Messrs. Bitar and End are both employees of an affiliate of MLGPE. ( 2 )32,160,660 shares are owned directly by MLGPE, a partnership of which MLGPE Ltd. is the general partner, which is a wholly-owned subsidiary of ML Global Private Equity Partners, L.P., the general partner of which is Merrill Lynch GP, Inc., which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co., Inc."). ( 3 )3,872,549 shares are owned directly by Merrill Lynch Ventures L.P. 2001, a partnership of which Merrill Lynch Ventures, LLC is the general partner, which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of ML&Co., Inc. ( 4 )3,101,137 shares are owned directly by ML Hertz Co-Investor, L.P., a partnership of which ML Hertz Co-Investor GP, L.L.C. is the general partner, the sole managing member of which is MLGPE. ( 5 )22,052 shares are owned directly by Merrill Lynch, Pierce, Fenner & Smith Incorporated, a wholly-owned subsidiary of ML&Co., Inc. ( 6 )Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. ( 7 )Pursuant to the Shareholders Agreement dated December 21, 2005, as may be amended from time to time, 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, Merrill Lynch Ventures L.P. 2001, CMC-Hertz Partners, L.P. and ML Hertz Co-Investor, L.P., MLGPE has the right to designate two members 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.

Remarks: Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Merrill Lynch & Co., Inc.; ML Global Private Equity Fund, L.P.; MLGPE Ltd.; ML Global Private Equity Partners, L.P.; Merrill Lynch GP, Inc.; Merrill Lynch Ventures L.P. 2001; Merrill Lynch Ventures, LLC; ML Hertz Co-Investor, L.P.; ML Hertz Co-Investor GP, L.L.C.; Merrill Lynch Group, Inc.; and Merrill Lynch Pierce, Fenner & Smith Incorporated.

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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