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 ^*

MERRILL LYNCH & CO INC

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)

4 WORLD FINANCIAL CENTER

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2008

(Street)

NEW YORK, NY 10080

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	04/01/2008		P		4 ⁽⁸⁾	A	$ 12.48	39,143,547	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock	05/15/2008		A		2,286 ⁽¹⁰⁾	A	$ 0	39,145,833	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹¹⁾
Common Stock	05/16/2008		S		4 ⁽⁸⁾	D	$ 14.13	39,145,829	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁹⁾ ⁽¹¹⁾

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

Stock Option (Right to buy)

$ 14.21

05/15/2008

38,136 ⁽⁷⁾

05/15/2008

05/15/2018

Common Stock

38,136 ⁽⁷⁾

$ 0

38,136

See footnotes ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080	X	X
ML Global Private Equity Fund, L.P. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080	X	X
MLGPE Ltd. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080		X
ML Global Private Equity Partners, L.P. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080		X
Merrill Lynch GP, Inc. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080		X
Merrill Lynch Ventures LP 2001 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080		X
MERRILL LYNCH VENTURES LLC 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080		X
ML Hertz Co-Investor, L.P. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080		X
ML Hertz Co-Investor GP, L.L.C. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080		X
Merrill Lynch Group, Inc. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080		X

Signatures

Merrill Lynch & Co., Inc. By: Frank Marinaro		05/19/2008
^**Signature of Reporting Person		Date
ML Global Private Equity Fund, L.P. By: MLGPE Ltd., its general partner By: Frank Marinaro		05/19/2008
^**Signature of Reporting Person		Date
MLGPE LTD. By: Frank Marinaro		05/19/2008
^**Signature of Reporting Person		Date
ML Global Private Equity Partners, L.P. By: Merrill Lynch GP, Inc., its general partner By: Frank Marinaro		05/19/2008
^**Signature of Reporting Person		Date
Merrill Lynch GP, Inc. By: Frank Marinaro		05/19/2008
^**Signature of Reporting Person		Date
Merrill Lynch Ventures L.P. 2001 By: Merrill Lynch Ventures, LLC, its general Partner By: Frank Marinaro		05/19/2008
^**Signature of Reporting Person		Date
Merrill Lynch Ventures, LLC By: Frank Marinaro		05/19/2008
^**Signature of Reporting Person		Date
ML Hertz Co-Investor, L.P. By: ML Hertz Co-Investor GP, LLC By: ML Global Private Equity Fund, L.P., its sole member by: MLGPE Ltd., its general partner By: Frank Marinaro		05/19/2008
^**Signature of Reporting Person		Date
ML Hertz Co-Investor GP, L.L.C. By: ML Global Private Equity Fund, L.P., its sole member by: MLGPE Ltd., its general partner By: Frank Marinaro		05/19/2008
^**Signature of Reporting Person		Date
Merrill Lynch Group, Inc. By Frank Marinaro		05/19/2008
^**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)	32,147,805 shares are owned directly by MLGPE, a partnership of which MLGPE Ltd. is the general partner, which is a wholly-owned subsidiary of ML Global Private Equity Partners, L.P., the general partner of which is Merrill Lynch GP, Inc., which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co., Inc.").
(2)	3,872,549 shares are owned directly by Merrill Lynch Ventures L.P. 2001, a partnership of which Merrill Lynch Ventures, LLC is the general partner, which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of ML&Co., Inc.
(3)	3,101,137 shares are owned directly by ML Hertz Co-Investor, L.P., a partnership of which ML Hertz Co-Investor GP, L.L.C. is the general partner, the sole managing member of which is MLGPE.
(4)	22,056 shares are owned directly by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a wholly-owned subsidiary of ML&Co., Inc.
(5)	Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
(6)	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, Merrill Lynch Ventures L.P. 2001, CMC-Hertz Partners, L.P. and ML Hertz Co-Investor, L.P., 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.
(7)	19,068 of the options reported were granted to MLGPE as assignee of compensation payable to George Bitar for service as a director of the Issuer. 19,068 of the options reported were granted to MLGPE as assignee of compensation payable to Robert End for service as a director of the Issuer. Messrs. Bitar and End are both employees of an affiliate of MLGPE.
(8)	Transaction executed by the error correction section of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co., Inc."), to correct errors made in connection with trades made on behalf of clients.
(9)	22,052 shares are owned directly by MLPFS.
(10)	1,055 of the shares reported were granted to MLGPE as assignee of compensation payable to George Bitar for service as a director of the Issuer. 1,231 of the shares reported were granted to MLGPE as assignee of compensation payable to Robert End for service as a director of the Issuer. Messrs. Bitar and End are both employees of an affiliate of MLGPE.
(11)	32,150,091 shares are owned directly by MLGPE. See footnote 1.
Remarks: Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed reporting on the same securities by the following joint filers: Merrill Lynch & Co., Inc.; ML Global Private Equity Fund, L.P.; MLGPE Ltd.; ML Global Private Equity Partners, L.P.; Merrill Lynch GP, Inc.; Merrill Lynch Ventures L.P. 2001; Merrill Lynch Ventures, LLC; ML Hertz Co-Investor, L.P.; ML Hertz Co-Investor GP, L.L.C.; Merrill Lynch Group, Inc.; and Merrill Lynch Pierce, Fenner & Smith Incorporated.

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