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, 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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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^*

BANK OF AMERICA CORP /DE/

(Last)

(First)

(Middle)

BANK OF AMERICA CORPORATE CENTER

100 N TRYON ST

(Street)

CHARLOTTE

28255

(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)
12/31/2008

4. If Amendment, Date of 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

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	12/31/2008		S		478 ^{( 3 )}	D	$4.66	39,155,920 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 8 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/02/2009		P		478 ^{( 3 )}	A	$5.36	39,156,398 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 9 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/05/2009		P		13 ^{( 3 )}	A	$5.3967	39,156,411 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 10 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/06/2009		S		13 ^{( 3 )}	D	$5.95	39,156,398 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 9 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/08/2009		S		700 ^{( 3 )}	D	$5.84	39,155,698 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 11 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/08/2009		S		800 ^{( 3 )}	D	$5.85	39,154,898 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 12 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/08/2009		P		100 ^{( 3 )}	A	$5.96	39,154,998 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 13 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/08/2009		P		1,400 ^{( 3 )}	A	$5.9591	39,156,398 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 9 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/12/2009		S		100 ^{( 3 )}	D	$5.95	39,156,298 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 14 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/12/2009		P		2,500 ^{( 3 )}	A	$5.93	39,158,798 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 15 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/12/2009		P		200 ^{( 3 )}	A	$5.94	39,158,998 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 16 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/12/2009		P		400 ^{( 3 )}	A	$5.92	39,159,398 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 17 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/12/2009		P		186 ^{( 3 )}	A	$5.75	39,259,584 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 18 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/15/2009		S		5,600 ^{( 3 )}	D	$5.16	39,153,984 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 19 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	01/29/2009		S		186 ^{( 3 )}	D	$5.898	39,153,798 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 20 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	02/03/2009		P		54 ^{( 3 )}	A	$5.09	39,153,852 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 21 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}
Common Stock	02/04/2009		S		54 ^{( 3 )}	D	$5.029	39,153,798 ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 20 )}	I	By Subsidiary ^{( 1 )} ^{( 2 )}

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)

Explanation of Responses:

1. 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. 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. As a result of such merger, BAC may be deemed to be the beneficial owner of all the securities of the Issuer directly held by ML&Co. and its subsidiaries.

2. 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, ML Global Private Equity Fund, L.P. ("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. MLGPE Ltd. is the general partner of MLGPE and 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 ML&Co.

3. 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.

4. In connection with all of the transactions reported on this Form, the Reporting Person has agreed to voluntarily remit appropriate profits, if any, to Hertz Global Holdings, Inc. The Reporting Person disclaims that the transactions reported on this Form 4 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.

5. 32,160,660 shares are owned directly by MLGPE.

6. 3,872,549 shares are owned directly by Merrill Lynch Ventures L.P. 2001, a limited partnership whose general partner is Merrill Lynch Ventures, L.L.C., a wholly-owned subsidiary of Merrill Lynch Group, Inc. which is a wholly-owned subsidiary of ML&Co.

7. 3,101,137 shares are owned directly by ML Hertz Co-Investor, L.P., a limited partnership whose general partner is ML Hertz Co-Investor GP, L.L.C., whose sole managing member is MLGPE.

8. 21,574 shares are owned directly by MLPFS.

9. 22,052 shares are owned directly by MLPFS.

10. 22,065 shares are owned directly by MLPFS.

11. 21,352 shares are owned directly by MLPFS.

12. 20,552 shares are owned directly by MLPFS.

13. 20,652 shares are owned directly by MLPFS.

14. 21,952 shares are owned directly by MLPFS.

15. 24,452 shares are owned directly by MLPFS.

16. 24,652 shares are owned directly by MLPFS.

17. 25,052 shares are owned directly by MLPFS.

18. 25,238 shares are owned directly by MLPFS.

19. 19,638 shares are owned directly by MLPFS.

20. 19,452 shares are owned directly by MLPFS.

21. 19,506 shares are owned directly by MLPFS.

	/s/ Charles F. Bowman, Senior Vice President for Bank of America	02/10/2009
	** Signature of Reporting Person	Date
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