Edgar Filing: HERC 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 ^*

Waryjas Maryann

2. Issuer Name and Ticker or Trading Symbol
HERC HOLDINGS INC [HRI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP & Chief Legal Officer

(Last)

(First)

(Middle)

27500 RIVERVIEW CENTER BLVD.

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2016

(Street)

BONITA SPRINGS, FL 34134

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/18/2016		A		8,663 ⁽¹⁾	A	$ 0	16,967 ⁽²⁾	D

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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

Employee Stock Option

$ 33.19

08/18/2016

20,176

⁽³⁾

08/18/2023

Common Stock

20,176

$ 0

20,176

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Waryjas Maryann 27500 RIVERVIEW CENTER BLVD. BONITA SPRINGS, FL 34134			SVP & Chief Legal Officer

Signatures

/s/ Sheri Roberts, as attorney-in-fact		08/22/2016
^**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)	Award of 8,663 restricted stock units, each of which represents the right to receive one share of the Issuer's common stock on the vesting date of August 18, 2019, subject to the terms and conditions of the restricted stock unit agreement.
(2)	The common stock reported in this column consists of (i) 3,245 restricted stock units granted on December 1, 2015 and scheduled to vest in three equal installments on each of the first three anniversaries of the grant date, subject to the terms and conditions set forth in the applicable restricted stock unit agreement, (ii) 5,059 restricted stock units granted on March 4, 2016 and scheduled to vest on March 4, 2019, subject to the terms and conditions set forth in the applicable restricted stock unit agreement, and (iii) 8,663 restricted stock units reported in the current transaction. The number of restricted stock units in (i) and (ii) were previously reported, but have now been adjusted to reflect the equitable conversion of the outstanding awards as of the spin-off date.
(3)	The stock options become exercisable in four equal installments on each of the first four anniversaries of the grant date, subject to the terms and conditions of the employee stock option agreement.
Remarks: Exhibit List Exhibit 24 - Power of Attorney

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