0001140361-11-020692.txt : 20110404
0001140361-11-020692.hdr.sgml : 20110404
20110404192546
ACCESSION NUMBER: 0001140361-11-020692
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20100525
FILED AS OF DATE: 20110404
DATE AS OF CHANGE: 20110404
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HERTZ GLOBAL HOLDINGS INC
CENTRAL INDEX KEY: 0001364479
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510]
IRS NUMBER: 203530539
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 225 BRAE BOULEVARD
CITY: PARK RIDGE
STATE: NJ
ZIP: 07656
BUSINESS PHONE: 201-307-2000
MAIL ADDRESS:
STREET 1: 225 BRAE BOULEVARD
CITY: PARK RIDGE
STATE: NJ
ZIP: 07656
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/
CENTRAL INDEX KEY: 0000070858
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33139
FILM NUMBER: 11737731
BUSINESS ADDRESS:
STREET 1: BANK OF AMERICA CORPORATE CENTER
STREET 2: 100 N TRYON ST
CITY: CHARLOTTE
STATE: NC
ZIP: 28255
BUSINESS PHONE: 7043868486
MAIL ADDRESS:
STREET 1: BANK OF AMERICA CORPORATE CENTER
STREET 2: 100 N TRYON ST
CITY: CHARLOTTE
STATE: NC
ZIP: 28255
FORMER NAME:
FORMER CONFORMED NAME: BANKAMERICA CORP/DE/
DATE OF NAME CHANGE: 19981022
FORMER NAME:
FORMER CONFORMED NAME: NATIONSBANK CORP
DATE OF NAME CHANGE: 19920703
FORMER NAME:
FORMER CONFORMED NAME: NCNB CORP
DATE OF NAME CHANGE: 19920107
4
1
doc1.xml
FORM 4
X0303
4
2010-05-25
0
0001364479
HERTZ GLOBAL HOLDINGS INC
HTZ
0000070858
BANK OF AMERICA CORP /DE/
BANK OF AMERICA CORPORATE CENTER
100 N TRYON ST
CHARLOTTE
NC
28255
1
0
1
0
Common Stock
2010-05-25
4
A
0
8914
0
A
39200295
I
See Footnotes
Common Stock
2010-08-18
4
A
0
1979
0
A
39202274
I
See Footnotes
Common Stock
2011-03-31
4
S
0
9319162
15.63
D
29884542
I
See Footnotes
7,039 shares were granted to ML Global Private Equity Fund, L.P. ("MLGPE") as assignee of compensation payable to Travis Hain for service as a director of the Issuer. 1,875 shares were granted to MLGPE as assignee of compensation payable to Angel Morales for service as a director of the Issuer. Messrs. Hain and Morales are both employees of an affiliate of MLGPE.
In connection with these transactions, BAC has agreed to voluntarily remit appropriate profits, if any, to Hertz Global Holdings, Inc. BAC disclaims these transactions are 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 these transactions.
32,194,901 owned directly by 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 Merrill Lynch & Co., Inc. ("ML&Co."), which is a wholly owned subsidiary of BAC.
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.
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.
31,708 shares are owned by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a broker-dealer and subsidiary of BAC.
This Form 4 is being filed by Bank of America Corporation ("BAC" or the "Reporting Person"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of its subsidiaries.
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, MLPFS and MLGPEI (collectively, the "Reporting Persons") disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.
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.
1,979 shares were granted to MLGPE as assignee of compensation payable to Angel Morales for service as a director of the Issuer. Mr. Morales is an employee of an affiliate of MLGPE.
32,196,880 shares owned by MLGPE.
Transaction executed pursuant to the Underwriting Agreement by and between the Issuer, Goldman, Sachs & Co., MLGPE, MLV LP, Hertz Co-Investor LP, CMC-Hertz Partners, L.P., 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., CEP II U.S. Investments, L.P., CP IV Coinvestment, L.P. and CEP II Participations S.ar.l. SICAR, dated as of March 28, 2011.
24,540,727, shares owned by MLGPE.
2,949,860 shares owned by MLV LP.
2,362,247 shares owned by Hertz Co-Investor LP.
/s/ Margaret E. Nelson, Authorized Signatory for Bank of America
2011-04-04