Statement of Changes in Beneficial Ownership (4)
November 12 2021 - 9:22AM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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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
*
FIELDS MARK |
2. Issuer Name and Ticker or Trading Symbol
HERTZ GLOBAL HOLDINGS, INC
[
HTZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Interim CEO |
(Last)
(First)
(Middle)
HERTZ GLOBAL HOLDINGS, INC., 8501 WILLIAMS ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2021 |
(Street)
ESTERO, FL 33928
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/9/2021 | | A | | 500000 (1) | A | $0 | 500000 | D | |
Common Stock | 11/9/2021 | | A | | 10031 (2) | A | $0 | 510031 | D | |
Common Stock | 11/9/2021 | | A | | 1279 (3) | A | $0 | 511310 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | Represents shares of Common Stock underlying RSUs granted to the reporting person on November 9, 2021, the date that the Issuer's common stock began trading on the Nasdaq Global Select Market (the "Interim CEO Award"). The shares covered by the Interim CEO Award vest as follows: (A) if the Employment End Date as defined in the Interim CEO Offer Letter occurs within 90 days of Mr. Field's start date as Interim Chief Executive Officer, 50% of the shares under the Interim CEO Award will vest on the Employment End Date and the remainder will be forfeited, and (B) if the Employment End Date occurs after the 90th day following his employment start date, 100% of the shares under the Interim CEO Award will vest on the earlier of (x) the six-month anniversary of his start date and (y) the Employment End Date. |
(2) | Represents the equity portion of the annual retainer granted to the reporting person on November 9, 2021, which vests in full on the earlier of the business day immediately preceding the date of the Company's 2022 annual stockholder's meeting (or such director's departure from the Board for any reason other than a termination for cause) and will settle promptly following the date on which the reporting person ceases to serve as a director. |
(3) | Represents shares of Common Stock granted to the reporting person on November 9, 2021 and fully vested on such date (the "Q3 Award"). The Q3 Award was issuable in lieu of the quarterly cash retainer for the third quarter of 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FIELDS MARK HERTZ GLOBAL HOLDINGS, INC. 8501 WILLIAMS ROAD ESTERO, FL 33928 | X |
| Interim CEO |
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Signatures
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Dane E. Allen, by Power of Attorney on behalf of Mark Fields | | 11/12/2021 |
**Signature of Reporting Person | Date |
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