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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Stock Units | (5) | 09/10/2009 | G(3) | V | 215,000 | (5) | (5) | Common Stock | 215,000 | $ 0 | 0 | D | |||
Performance Stock Units | (5) | 09/10/2009 | G(3) | V | 215,000 | (5) | (5) | Common Stock | 215,000 | $ 0 | 107,500 (9) | I | By Mark P. Frissora Revocable Trust | ||
Performance Stock Units | (6) | 09/10/2009 | G(3) | V | 1,724,363 | (6) | (6) | Common Stock | 1,724,363 | $ 0 | 0 | D | |||
Performance Stock Units | (6) | 09/10/2009 | G(3) | V | 1,724,363 | (6) | (6) | Common Stock | 1,724,363 | $ 0 | 1,724,363 | I | By Mark P. Frissora Revocable Trust | ||
Employee Stock Options (Right to Purchase) | $ 23.06 | 09/10/2009 | G(3) | V | 400,000 | (7) | 08/14/2017 | Common Stock | 400,000 | $ 0 | 0 | D | |||
Employee Stock Options (Right to Purchase) | $ 23.06 | 09/10/2007 | G(3) | V | 400,000 | (7) | 08/14/2017 | Common Stock | 400,000 | $ 0 | 400,000 | I | By Mark P. Frissora Revocable Trust | ||
Employee Stock Options (Right to Purchase) | $ 6.56 | 09/10/2009 | G(3) | V | 800,000 | (8) | 08/15/2016 | Common Stock | 800,000 | $ 0 | 0 | D | |||
Employee Stock Options (Right to Purchase) | $ 6.56 | 09/10/2009 | G(3) | V | 800,000 | (8) | 08/15/2016 | Common Stock | 800,000 | $ 0 | 800,000 | I | By Mark P. Frissora Revocable Trust | ||
Employee Stock Options (Right to Purchase) | $ 9.56 | 09/10/2009 | G(3) | V | 400,000 | (8) | 08/15/2006 | Common Stock | 400,000 | $ 0 | 0 | D | |||
Employee Stock Options (Right to Purchase) | $ 9.56 | 09/10/2009 | G(3) | V | 400,000 | (8) | 08/15/2016 | Common Stock | 400,000 | $ 0 | 400,000 | I | By Mark P. Frissora Revocable Trust | ||
Employee Stock Options (Right to Purchase) | $ 14.56 | 09/10/2009 | G(3) | V | 400,000 | (8) | 08/15/2016 | Common Stock | 400,000 | $ 0 | 0 | D | |||
Employee Stock Options (Right to Purchase) | $ 14.56 | 09/10/2009 | G(3) | V | 400,000 | (8) | 08/15/2016 | Common Stock | 400,000 | $ 0 | 400,000 | I | By Mark P. Frissora Revocable Trust | ||
Employee Stock Options (Right to Purchase) | $ 12.97 | 09/10/2009 | G(3) | V | 827,985 | (10) | 02/28/2018 | Common Stock | 827,985 | $ 0 | 0 | D | |||
Employee Stock Options (Right to Purchase) | $ 12.97 | 09/10/2009 | G(3) | V | 827,985 | (10) | 02/28/2018 | Common Stock | 827,985 | $ 0 | 827,985 | I | By Mark P. Frissora Revocable Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FRISSORA MARK P 225 BRAE BOULEVARD PARK RIDGE, NJ 07656 |
X | Chief Executive Officer |
Stuart M. Gechwind, By Power of Attorney on behalf of Mark P. Frissora | 12/04/2009 | |
**Signature of Reporting Person | Date |
* | 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) | Includes 55,416 shares issued on November 14, 2009. These shares consist of 107,500 shares issued in respect of the vesting of Performance Stock Units (PSUs), net of 52,084 shares withheld to pay tax liabilities incident to the vesting of the PSUs, which transactions were reported in a Form 4 filed on behalf of the Reporting Person on November 17, 2009. The PSUs were the first tranche of PSUs issued on November 14, 2008 to the Reporting Person, who transferred the PSUs to the Mark P. Frissora Revocable Trust on September 10, 2009, as reported on Table II of this Form 4. |
(2) | Includes shares acquired through Employee Stock Purchase Plan. |
(3) | Gifted by the Reporting Person to the Mark P. Frissora Revocable Trust. |
(4) | Shares gifted to Jennifer Frissora as trustee of the Jennifer Frissora Revocable Trust. Jennifer Frissora is the Reporting Person's spouse. |
(5) | Each Performance Stock Unit represents a contingent right to receive one share of HTZ Common Stock. The Performance Stock Units vest in two equal tranches. The first tranche vested on November 14, 2009, which was the first anniversary of the date of grant. Vesting was contingent upon (a) the Reporting Person's continued employment and (b) satisfaction of the consolidated leverage ratio covenants in the credit agreements which govern The Hertz Corporation's senior credit facilities during the period commencing on the date of grant and ending on the first anniversary thereof. The second tranche will vest on the second anniversary of the date of grant contingent only upon the Recipient's continued employment. |
(6) | Each Performance Stock Unit represents a contingent right to receive one share of HTZ Common Stock in three tranches. The first tranche, consisting of 25% of the grant, will vest on the first anniversary of the date of grant contingent upon (a) the Reporting Person's continued employment and (b) satisfaction of the consolidated leverage ratio covenants in the credit agreements which govern The Hertz Corporation's senior credit facilities during the period commencing on the date of grant and ending on the first anniversary thereof. If the first tranche vests, the second and third tranches will vest on the second and third anniversaries of the date of grant contingent only upon the Reporting Person's continued employment. The second tranche will consist of 25% of the grant and the third tranche will consist of 50% of the grant. The date of grant was February 26, 2009. |
(7) | The options will vest in four equal installments on the first through fourth anniversaries of August 14, 2007. |
(8) | The options will vest in five equal installments on the first through fifth anniversaries of July 19, 2006 |
(9) | Excludes 107,500 Performance Stock Units which vested on November 14, 2009. See Footnote 1. |
(10) | The options will vest in four equal installments on the first through fourth anniversaries of February 28, 2008. |