SEC Form 4 · accession 0001657853-19-000022
HERTZ GLOBAL HOLDINGS, INC · HTZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard J Frecker
Officer — EVP General Counsel
Period of report
Mar 4, 2019
Accepted (ET)
Mar 6, 2019 · 6:37 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 Stock | Mar 4, 2019 | M | 1,803 | $0.00 | A | 9,630 | D | |
| Common Stock | Mar 4, 2019 | F | 535 | $0.00 | D | 9,095 | D | |
| Common Stock | Mar 4, 2019 | M | 1,931 | $0.00 | A | 11,026 | D | |
| Common Stock | Mar 4, 2019 | F | 489 | $0.00 | D | 10,537 | D | |
| Common StockF1 | Mar 4, 2019 | F | 531 | $0.00 | D | 10,006 | D | |
| Common StockF2 | Mar 4, 2019 | A | 5,076 | $0.00 | A | 15,082 | D | |
| Common Stock | Mar 4, 2019 | M | 724 | $0.00 | A | 15,806 | D | |
| Common Stock | Mar 4, 2019 | F | 177 | $0.00 | D | 15,629 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Common StockF3 | — | Mar 4, 2019 | M | 1,803 | D | — | — | Common Stock | 1,803 | 1,803 | D |
| Restricted Stock UnitsF4 | — | Mar 4, 2019 | F | 1,931 | D | — | — | Common Stock | 1,931 | 11,976 | D |
| Performance Stock UnitsF5 | — | Mar 4, 2019 | M | 724 | D | — | Mar 4, 2019 | Common Stock | 724 | 0 | D |
Explanation of responses
- F1On March 2, 2018, the Reporting Person received 6,768 Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of HTZ Common Stock, that vest in equal installments on March 2, 2019, 2020 and 2021. These shares are withheld to pay tax liabilities incident to the vesting of RSUs.
- F2On March 2, 2018, the Reporting Person received 20,305 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.
- F35,408 shares of restricted stock were granted in 2017 and were earned based on achieving revenue goals for 2017. The first tranche vested on March 2, 2018 and the second tranche vested on March 2, 2019, each after the certification of performance for the restricted stock. The remaining tranche will vest on the third anniversary of the date of grant, subject to continued employment.
- F4Includes (1) 5,208 RSUs, each of which represents a contingent right to receive one share of HTZ Common Stock, that will vest on June 1, 2019 and (2) 6,768 RSUs that will vest on March 2, 2021, in each case, subject to the continued employment of the Reporting Person by the Issuer or any subsidiary thereof through each such vesting date.
- F5Each PSU represents a contingent right to receive one share of HTZ common stock. The PSUs were initially granted on March 4, 2016, and the amount of PSUs eligible for vesting is subject to achievement of customer satisfaction goals for the combined 2016, 2017 and 2018 period. All of the earned PSUs vest on March 4, 2019, subject to the Reporting Person remaining an employee of the Issuer on the vesting date.