Statement of Changes in Beneficial Ownership (4)
July 02 2021 - 04:31PM
Edgar (US Regulatory)
FORM 4
[X] 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 OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person *
SHEEHAN KEVIN M |
2. Issuer Name and Ticker or Trading
Symbol HERTZ GLOBAL HOLDINGS, INC [ HTZGQ ] |
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)
HERTZ GLOBAL HOLDINGS, INC., 8501 WILLIAMS ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/30/2021
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(Street)
ESTERO, FL 33928
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
6/30/2021 |
|
D |
|
33121 (1)(2) |
D |
$0 |
0 |
D |
|
New Common Stock |
6/30/2021 |
|
A(3) |
|
2996 |
A |
$0 |
2996 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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 |
Warrant (right to buy) |
$13.8 |
6/30/2021 |
|
A (4) |
|
21372 |
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6/30/2021 |
6/30/2050 (5) |
New Common Stock |
0.0 |
$0 |
21372 |
D |
|
Explanation of
Responses: |
(1) |
On May 22, 2020, Hertz
Global Holdings, Inc. (the "Issuer") and certain of its U.S.
subsidiaries, (collectively, with the Issuer, the "Debtors"), filed
voluntary petitions in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") seeking relief under
the provisions of Chapter 11 of Title 11 of the United States
Bankruptcy Code. On June 10, 2021, the Bankruptcy Court entered an
order confirming the Debtors' Second Modified Third Amended Joint
Chapter 11 Plan of Reorganization (as amended, modified or
supplemented from time to time, the "Plan"), and on June 30, 2021
(the "Effective Date"), the Plan became effective pursuant to its
terms and the Debtors emerged from bankruptcy. |
(2) |
On the Effective Date, all
of the Company's previously outstanding shares of common stock
("Old Common Stock"), including options, warrants, rights,
restricted stock units or other securities or agreements to acquire
such common stock, were cancelled and extinguished pursuant to the
Plan. |
(3) |
Pursuant to the terms of the
Plan, on the Effective Date all holders of the Old Common Stock
received, in the aggregate, (i) $1.53 per share; and (ii) their pro
rata share of common stock ("New Common Stock") representing 3% of
the shares of the reorganized Company (subject to dilution for
warrants and a new management incentive plan). |
(4) |
Pursuant to the terms of the
Plan, on the Effective Date, certain holders, including the
Reporting Person, received a distribution of 30-year warrants for
18% of the shares of New Common Stock of the reorganized Company
(subject to dilution by the issuance of shares pursuant to a new
management incentive plan) with an exercise price based on a total
equity value of $6.5 billion. |
(5) |
The 30-year warrants expire
on June 30, 2051. For technical reasons, this Form 4 displays a
date of June 30, 2050, which should be read as June 30,
2051. |
Remarks:
The Reporting Person resigned as a director of the Issuer effective
June 30, 2021. As a result, the Reporting Person is no longer
subject to Section 16 in connection with transactions in the
securities of the Company and therefore will no longer report any
such transactions on Form 4 and Form 5. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
SHEEHAN KEVIN M
HERTZ GLOBAL HOLDINGS, INC.
8501 WILLIAMS ROAD
ESTERO, FL 33928 |
X |
|
|
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Signatures
|
Matt Potalivo, by Power of Attorney on behalf of
Kevin Sheehan |
|
7/2/2021 |
**Signature of
Reporting Person |
Date |
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