Sec Form 4 Filing - Frecker Richard J @ HERTZ GLOBAL HOLDINGS, INC - 2019-03-04

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 Frecker Richard J 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 General Counsel (Last) (First) (Middle) 8501 WILLIAMS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2019 (Street) ESTERO, FL33928 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 03/04/2019 M 1,803 A $ 0 9,630 D Common Stock 03/04/2019 F 535 D $ 0 9,095 D Common Stock 03/04/2019 M 1,931 A $ 0 11,026 D Common Stock 03/04/2019 F 489 D $ 0 10,537 D Common Stock 03/04/2019 F 531 ( 1 ) D $ 0 10,006 D Common Stock 03/04/2019 A 5,076 A $ 0 15,082 ( 2 ) D Common Stock 03/04/2019 M 724 A $ 0 15,806 D Common Stock 03/04/2019 F 177 D $ 0 15,629 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 Restricted Common Stock ( 3 ) 03/04/2019 M 1,803 ( 3 ) ( 3 ) Common Stock 1,803 $ 0 1,803 D Restricted Stock Units ( 4 ) 03/04/2019 F 1,931 ( 4 ) ( 4 ) Common Stock 1,931 $ 0 11,976 ( 4 ) D Performance Stock Units ( 5 ) 03/04/2019 M 724 ( 5 ) 03/04/2019( 5 ) Common Stock 724 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frecker Richard J 8501 WILLIAMS ROAD ESTERO, FL33928 EVP General Counsel Signatures William H. Langston by Power of Attorney on behalf of Richard J. Frecker 03/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 2, 2018, the Reporting Person received 6,768 Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of HTZ Common Stock, that vest in equal installments on March 2, 2019, 2020 and 2021. These shares are withheld to pay tax liabilities incident to the vesting of RSUs. ( 2 )On March 2, 2018, the Reporting Person received 20,305 Performance Stock Units ("PSUs") that vest on the third anniversary of the grant date, contingent upon (a) the recipient's continued employment and (b) achievement of financial performance goals (Adjusted Corporate EBITDA) for 2018, the combined 2018 and 2019 performance period and the combined 2018, 2019 and 2020 period. The Reporting Person earned 25% of the target award based on 2018 performance. The Reporting Person is eligible to earn 50% of the target award based on 2018 performance and up to 150% based on combined 2018, 2019 and 2020 performance. ( 3 )5,408 shares of restricted stock were granted in 2017 and were earned based on achieving revenue goals for 2017. The first tranche vested on March 2, 2018 and the second tranche vested on March 2, 2019, each after the certification of performance for the restricted stock. The remaining tranche will vest on the third anniversary of the date of grant, subject to continued employment. ( 4 )Includes (1) 5,208 RSUs, each of which represents a contingent right to receive one share of HTZ Common Stock, that will vest on June 1, 2019 and (2) 6,768 RSUs that will vest on March 2, 2021, in each case, subject to the continued employment of the Reporting Person by the Issuer or any subsidiary thereof through each such vesting date. ( 5 )Each PSU represents a contingent right to receive one share of HTZ common stock. The PSUs were initially granted on March 4, 2016, and the amount of PSUs eligible for vesting is subject to achievement of customer satisfaction goals for the combined 2016, 2017 and 2018 period. All of the earned PSUs vest on March 4, 2019, subject to the Reporting Person remaining an employee of the Issuer on the 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).

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