SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ML Global Private Equity Fund, L.P.

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2006

4. If Amendment, Date of 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

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	04/03/2007		S		400	D	$24.18	41,532,517	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		P		200	A	$24.07	41,532,717	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		P		100	A	$24.14	41,532,817	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		S		800	D	$24.117	41,532,017	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		S		700	D	$24.19	41,531,317	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		S		100	D	$24.17	41,531,217	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		S		8,300	D	$23.407	41,522,917	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		P		800	A	$24.117	41,523,717	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		S		1,400	D	$24.144	41,522,317	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		P		400	A	$24.143	41,522,717	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		P		8,300	A	$23.407	41,531,017	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		P		100	A	$23.81	41,531,117	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		P		100	A	$23.8	41,531,217	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		P		200	A	$23.79	41,531,417	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		S		400	D	$24.143	41,531,017	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2007		P		1,400	A	$24.144	41,532,417	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		11,100	A	$24.1148	41,543,517	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		49,940	A	$23.734	41,593,457	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		26,428	A	$23.734	41,619,885	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		S		28	D	$24.01	41,619,857	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		200	A	$23.74	41,620,057	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		500	A	$24.097	41,620,557	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		200	A	$23.77	41,620,757	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		200	A	$23.76	41,620,957	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		100	A	$23.76	41,621,057	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		100	A	$23.76	41,621,157	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		300	A	$23.76	41,621,457	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		200	A	$23.81	41,621,657	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		100	A	$23.82	41,621,757	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/04/2007		P		100	A	$23.77	41,621,857	D⁽¹⁾⁽²⁾⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ML Global Private Equity Fund, L.P.

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MLGPE Ltd.

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ML Global Private Equity Partners, L.P.

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Merrill Lynch GP, Inc.

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Merrill Lynch Group, Inc.

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MERRILL LYNCH & CO INC

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MERRILL LYNCH PIERCE FENNER & SMITH INC

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. As of August 6, 2007, approximately 32,142,037 shares are owned directly by ML Global Private Equity Fund, L.P. ("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. Each of the reporting owners disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. Each of the Reporting Persons other than MLGPE disclaims its possible status as a director of the Issuer.

2. As of August 6, 2007, approximately 28,833 shares are owned directly by Merrill Lynch, Pierce, Fenner & Smith Incorporated, a direct wholly-owned subsidiary of Merrill Lynch & Co., Inc.

3. 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.

Remarks:

No. 111 out of a total of 128 forms being submitted.

	ML Global Private Equity Fund, L.P. By: MLGPE Ltd., its general partner By: Frank Marinaro	08/06/2007
	MLGPE Ltd. By: Frank Marinaro	08/06/2007
	ML Global Private Equity Partners, L.P. By: Merrill Lynch GP, Inc., its general partner By: Frank Marinaro	08/06/2007
	Merrill Lynch GP, Inc. By: Frank Marinaro	08/06/2007
	Merrill Lynch Group, Inc. By: Frank Marinaro	08/06/2007
	Merrill Lynch & Co., Inc. By: Frank Marinaro	08/06/2007
	Merrill Lynch, Pierce, Fenner & Smith Incorporated By: Jonathan Santelli	08/06/2007
	** Signature of Reporting Person	Date
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