SEC Form 4 · accession 0001657853-19-000021
HERTZ GLOBAL HOLDINGS, INC · HTZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathryn V Marinello
Officer — President and CEO · Director
Period of report
Mar 4, 2019
Accepted (ET)
Mar 6, 2019 · 6:34 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001657853
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 4, 2019 | A | 29,188 | $0.00 | A | 79,579 | D | |
| Common StockF2 | Mar 4, 2019 | F | 2,370 | $0.00 | D | 77,209 | D | |
| Common StockF3,F4 | Mar 4, 2019 | A | 21,891 | $0.00 | A | 99,100 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Purchase)F5 | $17.73 | Mar 4, 2019 | A | 76,133 | A | — | Mar 2, 2025 | Common Stock | 76,133 | 76,133 | D |
Explanation of responses
- F1On March 1, 2018, the Reporting Person received 29,188 Performance Stock Units ("PSUs") that vest in equal installments on the first, second and third anniversaries of the grant date, in each case, contingent upon (a) the recipient's continued employment and (b) gross revenue of the Issuer during the 2018 fiscal year. The gross revenue of the Issuer during the 2018 fiscal year satisfied the contingency.
- F2Includes 29,188 PSUs, each of which represents a contingent right to receive one share of HTZ Common Stock, that vest in equal installments on the first, second and third anniversaries of the grant date, in each case, subject to the continued employment of the Reporting Person by the Issuer or any subsidiary thereof through each such vesting date.
- F3On March 2, 2018, the Reporting Person received 87,563 Performance Stock Units ("PSUs") that vest on the third anniversary of the grant date, contingent upon (a) the recipient's continued employment and (b) achievement of financial performance goals (Adjusted Corporate EBITDA) for 2018, the combined 2018 and 2019 performance period and the combined 2018, 2019 and 2020 period. The Reporting Person earned 25% of the target award based on 2018 performance. The Reporting Person is eligible to earn 50% of the target award based on 2018 performance and up to 150% based on combined 2018, 2019 and 2020 performance.
- F4Includes (a) 29,188 PSUs, each of which represents a contingent right to receive one share of HTZ Common Stock, that vest in equal installments on the first, second and thirdanniversaries of the grant date and (b) 21,891 PSUs, each of which represents a contingent right to receive one share of HTZ Common Stock, that vest on the third anniversary of the grant date, in each case, subject to the continued employment of the Reporting Person by the Issuer or any subsidiary thereof through each such vesting date.
- F5On March 2, 2018, the Reporting Person received 304,531 Employee Stock Options that vest on the third anniversary of the grant date, contingent upon (a) the recipient's continued employment and (b) achievement official performance goals (Adjusted Corporate EBITDA) for 2018, the combined 2018 and 2019 performance period and the combined 2018, 2019 and 2020 period. The Reporting Person earned 25% of the target award based on 2018 performance. The Reporting Person is eligible to earn 50% of the target award based on 2018 performance and up to 150% based on combined 2018, 2019 and 2020 performance.