Sec Form 4/A Filing - INTRIERI VINCENT J @ HERTZ GLOBAL HOLDINGS, INC - 2019-05-23

FORM 4/A 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 INTRIERI VINCENT 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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8501 WILLIAMS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2019 (Street) ESTERO, FL33928 4. If Amendment, Date Original Filed (MM/DD/YY) 05/29/2019 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

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 Stock Units ( 1 ) 05/23/2019 M 7,567 ( 1 ) ( 1 ) ( 1 ) Phantom Stock 7,567 $ 0 0 D Phantom Stock ( 1 ) ( 2 ) 05/23/2019 M 7,567 ( 3 ) ( 3 ) Common Stock 8,134 ( 4 ) $ 0 33,041 ( 4 ) D Restricted Stock Units ( 5 ) 05/24/2019 A 8,635 ( 4 ) ( 5 ) ( 5 ) Phantom Stock ( 6 ) 8,635 ( 4 ) $ 0 8,635 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other INTRIERI VINCENT J 8501 WILLIAMS ROAD ESTERO, FL33928 X Signatures Vincent J. Intrieri 07/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In accordance with the Issuer's Directors Compensation Policy, the Reporting Person elected to defer settlement of these restricted stock units ("RSUs") received on May 22, 2018. Pursuant to this deferral election, the RSUs became shares of Phantom Stock upon vesting on May 23, 2019, which will then settle into shares of common stock on or within 30 days following the date on which the Reporting Person ceases to serve as a director (or upon a Change in Control (as defined in the Issuer's 2016 Omnibus Incentive Plan)). Due to an administrative error, the original Form 4 did not state that the RSUs would settle into shares of common stock on such deferred basis. ( 2 )Each share of Phantom Stock is the economic equivalent of one share of the Issuer's common stock. ( 3 )Shares of common stock underlying the shares of Phantom Stock credited to the Reporting Person's account will be issued to the Reporting Person on or within 30 days following the date on which the Reporting Person ceases to serve as a director (or upon a Change in Control (as defined in the Issuer's 2016 Omnibus Incentive Plan)). ( 4 )Reflects the number of shares of Phantom Stock following anti-dilutive adjustments to the Reporting Person's shares of Phantom Stock, pursuant to the terms of such awards, in connection with the Issuer's pro rata distribution of transferable basic subscription rights, which took effect on June 26, 2019. ( 5 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock (or, if elected by the Reporting Person, Phantom Stock) that will vest on the earliest to occur of (1) the business day immediately preceding the Issuer's 2020 annual meeting, (2) the date that the Reporting Person ceases to be a director or (3) a Change in Control (as defined in the Issuer's 2016 Omnibus Incentive Plan, which is an exhibit to the Issuer's proxy statement filed on Schedule 14A on April 5, 2019). Notwithstanding the foregoing, RSUs will be forfeited in the event the Reporting Person is terminated for Cause (as defined in the Issuer's 2016 Omnibus Incentive Plan). ( 6 )In accordance with the Issuer's Directors Compensation Policy, the Reporting Person elected to defer settlement of the RSUs received on May 24, 2019. Pursuant to this deferral election, the RSUs will become shares of Phantom Stock upon vesting, which will then settle into shares of common stock on or within 30 days following the date on which the Reporting Person ceases to serve as a director (or upon a Change in Control (as defined in the Issuer's 2016 Omnibus Incentive Plan)). Due to an administrative error, the original Form 4 did not state that the RSUs would settle into shares of common stock on such deferred basis.

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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