SEC Form 4 · accession 0001140361-17-032142
HERC HOLDINGS INC · HRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Carl C Icahn
10% Owner
HIGH RIVER LIMITED PARTNERSHIP
10% Owner
ICAHN PARTNERS LP
10% Owner
ICAHN PARTNERS MASTER FUND LP
10% Owner
Period of report
Aug 10, 2017
Accepted (ET)
Aug 14, 2017 · 6:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001364479
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share ("Shares")F1,F11,F12,F13,F14,F15 | Aug 10, 2017 | J | 4,359 | $37.46 | A | 4,317,219 | I | please see footnotes |
| SharesF2,F11,F12,F13,F14,F15 | Aug 10, 2017 | J | 17,438 | $37.46 | A | 4,334,657 | I | please see footnotes |
| SharesF3,F11,F12,F13,F14,F15 | Aug 10, 2017 | J | 380 | $37.45 | A | 4,335,037 | I | please see footnotes |
| SharesF4,F11,F12,F13,F14,F15 | Aug 10, 2017 | J | 980 | $37.45 | A | 4,336,017 | I | please see footnotes |
| SharesF5,F11,F12,F13,F14,F15 | Aug 10, 2017 | J | 540 | $37.45 | A | 4,336,557 | I | please see footnotes |
| SharesF6,F11,F12,F13,F14,F15 | Aug 10, 2017 | J | 9,797 | $37.48 | A | 4,346,354 | I | please see footnotes |
| SharesF7,F11,F12,F13,F14,F15 | Aug 10, 2017 | J | 23,249 | $37.48 | A | 4,369,603 | I | please see footnotes |
| SharesF8,F11,F12,F13,F14,F15 | Aug 10, 2017 | J | 15,937 | $37.48 | A | 4,385,540 | I | please see footnotes |
| SharesF9,F11,F12,F13,F14,F15 | Aug 10, 2017 | P | 83,574 | $38.93 | A | 4,469,114 | I | please see all footnotes |
| SharesF10,F11,F12,F13,F14,F15 | Aug 11, 2017 | P | 25,675 | $39.00 | A | 4,494,789 | I | please see footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward contract (obligation to purchase)F1,F12,F13,F14,F15 | — | Aug 10, 2017 | J | 1 | D | Jun 8, 2017 | Jun 7, 2019 | Shares | 4,359 | 0 | I |
| Forward contract (obligation to purchase)F2,F12,F13,F14,F15 | — | Aug 10, 2017 | J | 1 | D | Jun 8, 2017 | Jun 7, 2019 | Shares | 17,438 | 0 | I |
| Forward contract (obligation to purchase)F3,F12,F13,F14,F15 | — | Aug 10, 2017 | J | 1 | D | Jun 9, 2017 | Jun 7, 2019 | Shares | 380 | 0 | I |
| Forward contract (obligation to purchase)F4,F12,F13,F14,F15 | — | Aug 10, 2017 | J | 1 | D | Jun 9, 2017 | Jun 7, 2019 | Shares | 980 | 0 | I |
| Forward contract (obligation to pirchase)F5,F12,F13,F14,F15 | — | Aug 10, 2017 | J | 1 | D | Jun 9, 2017 | Jun 7, 2019 | Shares | 540 | 0 | I |
| Forward contract (obligation to purchase)F6,F12,F13,F14,F15 | — | Aug 10, 2017 | J | 1 | D | Jun 15, 2017 | Jun 7, 2019 | Shares | 9,797 | 0 | I |
| Forward contract (obligation to purchase)F7,F12,F13,F14,F15 | — | Aug 10, 2017 | J | 1 | D | Jun 15, 2017 | Jun 7, 2019 | Shares | 23,249 | 0 | I |
| Forward contract (obligation to purchase)F8,F12,F13,F14,F15 | — | Aug 10, 2017 | J | 1 | D | Jun 15, 2017 | Jun 7, 2019 | Shares | 15,937 | 0 | I |
Explanation of responses
- F1On August 10, 2017, High River Limited Partnership ("High River") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 4,359 Shares, at a forward price of $35.00 per Share, plus a financing charge.
- F10On August 11, 2017, High River purchased 5,135 Shares, Icahn Partners purchased 12,185 Shares and Icahn Master purchased 8,355 Shares, in each case at a price of $39.00 per Share.
- F11High River directly beneficially owns 898,957 Shares, Icahn Partners directly beneficially owns 2,133,096 Shares, and Icahn Master directly beneficially owns 1,462,736 Shares.
- F12Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
- F13Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
- F14Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
- F15Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
- F2On August 10, 2017, Icahn Partners LP ("Icahn Partners") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 17,438 Shares at a forward price of $35.00 per Share, plus a financing charge.
- F3On August 10, 2017, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 380 Shares, at a forward price of $35.00 per Share, plus a financing charge.
- F4On August 10, 2017, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 980 Shares, at a forward price of $35.00 per Share, plus a financing charge.
- F5On August 10, 2017, Icahn Partners Master Fund LP ("Icahn Master") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 540 Shares at a forward price of $35.00 per Share, plus a financing charge.
- F6On August 10, 2017, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 9,797 Shares, at a forward price of $35.00 per Share, plus a financing charge.
- F7On August 10, 2017, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 23,249 Shares, at a forward price of $35.00 per Share, plus a financing charge.
- F8On August 10, 2017, Icahn Master acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 15,937 Shares, at a forward price of $35.00 per Share, plus a financing charge.
- F9On August 10, 2017, High River purchased 16,715 Shares, Icahn Partners purchased 39,387 Shares and Icahn Master purchased 27,472 Shares, in each case at a price of $38.93 per Share.