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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Knighthead Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 22ND FLOOR

(Street)

NEW YORK

10017

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2024

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)

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)
8.000% Exchangeable Senior Second-Lien Secured PIK Notes	$150.9388⁽¹⁾	06/28/2024		P		$2,361,000		⁽²⁾	07/15/2029⁽³⁾	Common Stock, $0.01 par value	356,366⁽¹⁾	$2,361,000	$2,361,000	I⁽⁴⁾⁽¹⁰⁾	See Footnotes⁽⁴⁾⁽¹⁰⁾
8.000% Exchangeable Senior Second-Lien Secured PIK Notes	$150.9388⁽¹⁾	06/28/2024		P		$5,581,000		⁽²⁾	07/15/2029⁽³⁾	Common Stock, $0.01 par value	842,389⁽¹⁾	$5,581,000	$5,581,000	I⁽⁵⁾⁽¹⁰⁾	See Footnotes⁽⁵⁾⁽¹⁰⁾
8.000% Exchangeable Senior Second-Lien Secured PIK Notes	$150.9388⁽¹⁾	06/28/2024		P		$2,084,000		⁽²⁾	07/15/2029⁽³⁾	Common Stock, $0.01 par value	314,556⁽¹⁾	$2,084,000	$2,084,000	I⁽⁶⁾⁽¹⁰⁾	See Footnotes⁽⁶⁾⁽¹⁰⁾
8.000% Exchangeable Senior Second-Lien Secured PIK Notes	$150.9388⁽¹⁾	06/28/2024		P		$7,080,000		⁽²⁾	07/15/2029⁽³⁾	Common Stock, $0.01 par value	1,068,646⁽¹⁾	$7,080,000	$7,080,000	I⁽⁷⁾⁽¹⁰⁾	See Footnotes⁽⁷⁾⁽¹⁰⁾
8.000% Exchangeable Senior Second-Lien Secured PIK Notes	$150.9388⁽¹⁾	06/28/2024		P		$26,398,000		⁽²⁾	07/15/2029⁽³⁾	Common Stock, $0.01 par value	3,984,482⁽¹⁾	$26,398,000	$26,398,000	I⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	See Footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

Knighthead Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Certares Opportunities LLC

(Last)

(First)

(Middle)

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

2. Prior to April 15, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, as set forth in the Exchangeable Notes Indenture, dated as of June 28, 2024, among The Hertz Corporation, the guarantors named therein, and Computershare Trust Company, N.A., as trustee and as collateral agent. Thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the July 15, 2029 maturity date.

3. The Exchangeable Notes will mature on July 15, 2029, unless repurchased, redeemed, or exchanged in accordance with their terms prior to maturity.

4. These Exchangeable Notes are directly held by Knighthead Annuity & Life Assurance Company, for which Knighthead Capital Management, LLC ("Knighthead") serves as investment manager.

5. These Exchangeable Notes are directly held by Knighthead Distressed Opportunities Fund, LP, for which Knighthead serves as investment manager.

6. These Exchangeable Notes are directly held by Knighthead (NY) Fund, L.P., for which Knighthead serves as investment manager.

7. These Exchangeable Notes are directly held by Knighthead Master Fund, LP, for which Knighthead serves as investment manager.

8. These Exchangeable Notes are directly held by CK Opportunities Fund I, LP. Knighthead Opportunities Capital Management, LLC ("Knighthead Opportunities") and Certares Opportunities LLC ("Certares") serve as investment managers ("Investment Managers") to CK Opportunities Fund I, LP, pursuant to the Investment Management Agreement, effective as of October 21, 2020, by and among each of Knighthead Opportunities, Certares, CK Opportunities Fund I, LP, and CK Opportunities GP, LLC, the general partner of CK Opportunities Fund I, LP.

9. Investment decisions with respect to securities held by CK Opportunities Fund I, LP are made by an investment committee of the Investment Managers, which committee includes Colin Farmer, Andrew Shannahan, Michael Gregory O'Hara and Thomas Wagner, who are members of the issuer's board of directors, and Ara D. Cohen. The committee is empowered to vote or dispose of the shares on behalf of CK Opportunities Fund I, LP, and as a result, each of Mr. Farmer, Mr. Shannahan, Mr. O'Hara, Mr. Wagner, and Mr. Cohen may be attributed beneficial ownership of the reported securities. Each of Mr. Farmer, Mr. Shannahan, Mr. O'Hara, Mr. Wagner, and Mr. Cohen disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, as applicable.

10. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

	Knighthead Capital Management, LLC, By: /s/ Laura Torrado, as General Counsel for Knighthead Capital Management, LLC	07/02/2024
	Certares Opportunities LLC, By: /s/ Tom LaMacchia, as Managing Director & General Counsel for Certares Management LLC, the sole member of Certares Opportunities LLC	07/02/2024
	** Signature of Reporting Person	Date
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