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)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

100 N TRYON ST

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2009

(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	05/19/2009		S		554 ⁽²⁾	D	$ 7.9173	39,174,867 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	I	See Footnotes ⁽¹⁾ ⁽²¹⁾ ⁽²²⁾
Common Stock	05/27/2009		S		122 ⁽²⁾	D	$ 6.2509	39,174,745 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁸⁾	I	See Footnotes ⁽¹⁾ ⁽²¹⁾ ⁽²²⁾
Common Stock	05/28/2009		P		122 ⁽²⁾	A	$ 6.4	39,174,867 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	I	See Footnotes ⁽¹⁾ ⁽²¹⁾ ⁽²²⁾
Common Stock	06/10/2009		P		3 ⁽²⁾	A	$ 7.02	39,174,870 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁹⁾	I	See Footnotes ⁽¹⁾ ⁽²¹⁾ ⁽²²⁾
Common Stock	06/10/2009		P		1,000 ⁽²⁾	A	$ 7.26	39,175,870 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹⁰⁾	I	See Footnotes ⁽¹⁾ ⁽²¹⁾ ⁽²²⁾
Common Stock	06/11/2009		S		3 ⁽²⁾	D	$ 7.26	39,175,867 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹¹⁾	I	See Footnotes ⁽¹⁾ ⁽²¹⁾ ⁽²²⁾
Common Stock	06/11/2009		P		554 ⁽²⁾	A	$ 7.22	39,176,421 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹²⁾	I	See Footnotes ⁽¹⁾ ⁽²¹⁾ ⁽²²⁾
Common Stock	06/12/2009		S		1,000 ⁽²⁾	D	$ 7.0009	39,175,421 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹³⁾	I	See Footnotes ⁽¹⁾ ⁽²¹⁾ ⁽²²⁾

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)

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

Call Option (right to buy)

$ 7.5

05/21/2009

10 ⁽²⁾

05/21/2009

06/19/2009

Common Stock

1,000

$ 0.31

10 ⁽¹⁴⁾

See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽²¹⁾ ⁽²²⁾ ⁽²³⁾

Call Option (right to buy)

$ 5

05/21/2009

10 ⁽²⁾

⁽²⁰⁾

06/19/2009

Common Stock

1,000

$ 1.51

0 ⁽¹⁵⁾

See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽²¹⁾ ⁽²²⁾ ⁽²³⁾

Put Option (right to sell)

$ 5

05/21/2009

40 ⁽²⁾

05/21/2009

06/19/2009

Common Stock

4,000

$ 0.2

40 ⁽¹⁶⁾

See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽²¹⁾ ⁽²²⁾ ⁽²³⁾

Call Option (right to buy)

$ 5

05/29/2009

10 ⁽²⁾

⁽²⁰⁾

06/19/2009

Common Stock

1,000

$ 1.9

0 ⁽¹⁷⁾

See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽²¹⁾ ⁽²²⁾ ⁽²³⁾

Call Option (right to buy)

$ 7.5

05/29/2009

10 ⁽²⁾

05/21/2009

06/19/2009

Common Stock

1,000

$ 0.2

0 ⁽¹⁸⁾

See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽²¹⁾ ⁽²²⁾ ⁽²³⁾

Put Option (right to sell)

$ 5

06/02/2009

40 ⁽²⁾

05/21/2009

06/19/2009

Common Stock

4,000

$ 0.05

0 ⁽¹⁹⁾

See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽²¹⁾ ⁽²²⁾ ⁽²³⁾

Reporting Owners

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

Signatures

/s/ William Woo, Attorney -In-Fact for Bank of America		06/19/2009
^**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)	This Form 4 is being filed by Bank of America Corporation ("BAC"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of its subsidiaries. BAC consummated a merger with Merrill Lynch & Co., Inc. ("ML&Co.") on January 1, 2009, after which ML&Co. became a direct wholly owned subsidiary of BAC.
(2)	Transaction executed by the error correction section of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a broker-dealer and subsidiary of ML&Co., to correct errors made in connection with trades made on behalf of clients of MLPFS.
(3)	In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to Hertz Global Holdings, Inc. BAC disclaims such transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to such transaction.
(4)	32,182,283 shares are owned directly by ML Global Private Equity Fund, L.P. ("MLGPE"). MLGPE Ltd. is the general partner of MLGPE and is a wholly owned subsidiary of ML Global Private Equity Partners, L.P. ("MLGPEP"), the general partner of which is Merrill Lynch GP, Inc. ("ML GP"), which is a wholly owned subsidiary of Merrill Lynch Group, Inc. ("ML Group"), which is a wholly owned subsidiary of ML&Co.
(5)	3,872,549 shares are owned directly by Merrill Lynch Ventures L.P. 2001 ("MLV LP"), a limited partnership whose general partner is Merrill Lynch Ventures, L.L.C. ("MLV LLC"), a wholly owned subsidiary of ML Group, which is a wholly owned subsidiary of ML&Co.
(6)	3,101,137 shares are owned directly by ML Hertz Co-Investor, L.P. ("Hertz Co-Investor LP"), a limited partnership whose general partner is ML Hertz Co-Investor GP, L.L.C. ("Hertz Co-Investor LLC"), whose sole managing member is MLGPE.
(7)	18,898 shares are owned by MLPFS.
(8)	18,776 shares are owned by MLPFS.
(9)	18,901 shares are owned by MLPFS.
(10)	19,901 shares are owned by MLPFS.
(11)	19,898 shares are owned by MLPFS.
(12)	20,452 shares are owned by MLPFS.
(13)	19,452 shares are owned by MLPFS.
(14)	MLPFS owns 10 call options with an exercise price of $7.50.
(15)	MLPFS is short 10 call options with an exercise price of $5.00.
(16)	MLPFS owns 40 put options with an exercise price of $5.00.
(17)	MLPFS owns 0 call options with a strike price of $5.00.
(18)	MLPFS owns 0 call options with an exercise price of $7.50.
(19)	MLPFS owns 0 put options with an exercise price of $5.00.
(20)	BAC was never able to exercise this option.
(21)	Each of BAC, ML&Co., MLGPE, MLGPE Ltd., MLGPEP, ML GP, ML Group, MLV LP, MLV LLC, Hertz Co-Investor LP, Hertz Co-Investor LLC and MLPFS (collectively, the "Reporting Persons") disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.
(22)	Pursuant to the Shareholders Agreement dated December 21, 2005, as may be amended from time to time, among Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment L.P., CEP II U.S. Investments, L.P., CEP II Participations S.a.r.l, MLGPE, MLV LP, CMC-Hertz Partners, L.P. and Hertz Co-Investor LP, MLGPE has the right to designate two members to the board of directors of the Issuer. Each of the Reporting Persons other than MLGPE disclaims its possible status as director of the Issuer.
(23)	BAC disclaims such transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to such transaction.

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