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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (1) | 02/19/2014 | A | 11,878 (1) (5) | (1) | (1) | Common Stock | 11,878 (1) (5) | $ 0 (1) | 34,792 | D | ||||
| Performance Stock Units | (2) | 02/19/2014 | A | 7,713 (2) | (2) | (2) | Common Stock | 7,713 (2) | $ 0 (2) | 42,508 | D | ||||
| Performance Stock Units | (3) | 02/19/2014 | A | 3,168 (3) | (3) | (3) | Common Stock | 3,168 (3) | $ 0 (3) | 45,676 | D | ||||
| Performance Stock Units | (4) | 02/19/2014 | A | 644 (4) (5) | (4) | (4) | Common Stock | 644 (4) (5) | $ 0 (4) | 46,320 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Broome Richard D 225 BRAE BOULEVARD PARK RIDGE, NJ 07656 |
Executive Vice President | |||
| William Langston, By Power of Attorney on behalf of Richard Broome | 03/27/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The Performance Stock Units were initially granted in 2013, and the amount of Performance Stock Units eligible for vesting is subject in part to achievement of financial performance goals during 2013 and/or combined 2013-2014. The Performance Stock Units vest in three tranches, with 33 1/3% of the award earned, based on achievement of financial performance goals during 2013, vesting on the first, second and third anniversaries of the grant date, in each case if the executive is still an employee on the applicable vesting date. Based on achievement of combined 2013-2014 financial performance goals, additional Performance Stock Units may vest on the second and third anniversaries of the grant date. |
| (2) | Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The Performance Stock Units were initially granted in 2013, and the amount of Performance Stock Units eligible for vesting is subject to achievement of financial performance goals during 2013. The Performance Stock Units vest in three tranches, with 33 1/3% of the award earned vesting on the first, second and third anniversaries of the grant date, in each case if the executive is still an employee on the applicable vesting date. |
| (3) | Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The Performance Stock Units were initially granted in 2013, and the amount of Performance Stock Units eligible for vesting is subject to achievement of financial performance goals during 2013. The Performance Stock Units vest in two tranches, with 50% of the award earned vesting on the first and second anniversaries of the grant date, in each case if the executive is still an employee on the applicable vesting date. |
| (4) | Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The Performance Stock Units are additional Performance Stock Units earned with respect to an original grant of Performance Stock Units in 2012, based on achievement of financial performance goals during combined 2012-2013. The additional Performance Stock Units vest in two tranches, with 66 2/3% and 33 1/3% of the additional units earned vesting on the second and third anniversaries of the grant date of the original Performance Stock Units, in each case if the executive is still an employee on the applicable vesting date. |
| (5) | The number of derivative securities acquired and the amount of underlying securities set forth in this row of the Form 4 of the Reporting Person filed on February 21, 2014 were incorrect as a result of incomplete 2013 financial results at the time of filing. The 2013 financial results of the Issuer have since been finalized, which resulted in changes to the number of derivative securities acquired and the amount of underlying securities set forth in this row. |