Edgar Filing: HERTZ GLOBAL HOLDINGS INC

Ownership Submission

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

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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(Print or Type Responses)

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 (Month/Day/Year)
05/17/2013

(Street)

CHARLOTTE, NC 28255

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/17/2013		S		46,700 ⁽¹⁾	D	$ 25.7973 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	0	I	See Footnotes ⁽⁵⁾ ⁽⁶⁾
Common Stock	05/17/2013		S		45,560 ⁽¹⁾	D	$ 25.7973 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	52,032 ⁽⁷⁾	I	See Footnotes ⁽⁵⁾ ⁽⁸⁾
Common Stock	05/17/2013		S		8,700 ⁽¹⁾ ⁽⁹⁾	D	$ 25.25	10,733	I	See Footnotes ⁽⁵⁾ ⁽¹⁰⁾
Common Stock	05/20/2013		P		8,700 ⁽¹⁾ ⁽⁹⁾	A	$ 25.9829 ⁽²⁾ ⁽³⁾ ⁽¹¹⁾	19,433	I	See Footnotes ⁽⁵⁾ ⁽¹⁰⁾
Common Stock	06/07/2013		S		851 ⁽¹⁾	D	$ 24.82	51,181	I	See Footnotes ⁽⁵⁾ ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST. CHARLOTTE, NC 28255				Former Director

Signatures

/s/ Ileana Stone, Authorized Signatory for Bank of America		06/11/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	The price reported is a weighted average price.
(3)	Bank of America shall provide to the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price.
(4)	These shares were sold in multiple transactions at prices ranging from $25.66 to $25.89 per share, inclusive.
(5)	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") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS") expressly disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.
(6)	Such shares were issued to MLGPE upon the exercise of stock options pursuant to transactions that were exempt from Section 16(b) of the Exchange Act. As a result of Bank of America's status as a former director of the issuer, such exercise was therefore not reportable under Section 16(a) of the Exchange Act. 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, which is a wholly owned subsidiary of Merrill Lynch, which is a wholly owned subsidiary of Bank of America.
(7)	The number of shares that was previously reported has been adjusted to reflect the issuance of 851 shares to MLPGE Inc. in a transaction that was exempt from Section 16(b) of the Exchange Act and, therefore, not reportable under Section 16(a) of the Exchange Act.
(8)	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.
(9)	Transactions executed by the error correction section of MLPFS, a broker-dealer and wholly owned subsidiary of Merrill Lynch, to correct errors made in connection with trades made on behalf of clients of MLPFS.
(10)	Represents shares held directly by MLPFS, a wholly owned subsidiary of Merrill Lynch.
(11)	These shares were purchased in multiple transactions at prices ranging from $25.97 to $25.99 per share, inclusive.

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