Sec Form 4 Filing - BANK OF AMERICA CORP /DE/ @ HERTZ GLOBAL HOLDINGS INC - 2013-05-09

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 BANK OF AMERICA CORP /DE/ 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 _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) BANK OF AMERICA CORPORATE CENTER, 100 N TRYON ST. 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2013 (Street) CHARLOTTE, NC28255 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 05/09/2013 S 1,104,482 ( 1 ) ( 2 ) D $ 24.715 0 I See Footnotes ( 3 ) ( 4 ) ( 5 ) Common Stock 05/09/2013 S 5,522,404 ( 1 ) ( 2 ) D $ 24.715 0 I See Footnotes ( 3 ) ( 4 ) ( 6 ) Common Stock 96,741 I See Footnotes ( 3 ) ( 4 ) ( 7 ) Common Stock 19,433 I See Footnotes ( 3 ) ( 4 ) ( 8 )

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 BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST. CHARLOTTE, NC28255 Former Director Signatures /s/ Ileana Stone, Authorized Signatory for Bank of America 05/10/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock of Hertz Global Holdings Inc. (the "Issuer") sold in a secondary offering (the "Offering") pursuant to that certain Underwriting Agreement, by and among the Issuer, Goldman, Sachs & Co. and J.P. Morgan, as underwriters, and Merrill Lynch Ventures L.P. 2001 ("MLV LP"), CMC-Hertz Partners, L.P. ("CMC LP"), 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., CEP II U.S. Investments, L.P., CP IV Coinvestment, L.P. and CEP II Participations S.a r.l. SICAR, dated as of May 6, 2013. ( 2 )Bank of America Corporation ("Bank of America") disclaims that such transactions are matchable with any transactions that are subject to reporting under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or disgorgement under Section 16(b) of the Exchange Act, and this report shall not be deemed an admission that those sections apply to such transactions. ( 3 )Each of Bank of America, Merrill Lynch & Co., Inc. ("Merrill Lynch"), Merrill Lynch Group, Inc. ("ML Group"), ML IBK Positions, Inc. ("ML IBK"), Merrill Lynch Global Private Equity, Inc. ("MLGPE Inc."), Merrill Lynch GP Inc. ("ML GP"), ML Global Private Equity Partners, L.P. ("MLGPEP"), MLGPE Ltd., ML Global Private Equity Fund, L.P. ("MLGPE"), Merrill Lynch Ventures, LLC ("MLV LLC"), MLV LP, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), CMC-Hertz General Partner, L.L.C. ("CMC GP") and CMC LP expressly disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. ( 4 )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., SICAR, MLGPE, MLV LP, CMC LP and Hertz Co-Investor LP, MLGPE had the right to designate one member to the board of directors of the Issuer until March 12, 2013. Following the secondary offering completed on March 12, 2013, MLGPE no longer has the right under the Stockholders' Agreement to designate a member to the Issuer's board of directors. Angel Morales, a director of the Issuer who was designated by MLGPE, although still serving on the Issuer's board of directors, ceased to be the designee of MLGPE upon completion of such secondary offering. ( 5 )Represents shares held directly by MLV LP, a limited partnership whose general partner is MLV LLC, a wholly owned subsidiary of ML Group, which is a wholly owned subsidiary of Merrill Lynch, which is a wholly owned subsidiary of Bank of America. ( 6 )Represents shares held directly by CMC LP. CMC GP is the sole general partner of CMC LP and may be deemed to beneficially own the shares directly owned by CMC LP. MLGPE is a member of CMC GP. MLGPE Ltd. is the general partner of MLGPE and is a wholly owned subsidiary of MLGPEP, the general partner of which is ML GP, which is a wholly owned subsidiary of ML Group. Bank of America may therefore be deemed to beneficially own the shares directly owned by CMC LP. ( 7 )Represents shares held directly by MLGPE Inc., which is a wholly owned subsidiary of ML IBK, which is a wholly owned subsidiary of ML Group. ( 8 )Represents shares held directly by MLPFS, a wholly owned subsidiary of Merrill Lynch.

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).

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