UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Explanatory Note

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 8, 2009, as previously amended by Amendment No. 2 thereto and filed with the SEC on December 14, 2012 and by Amendment No. 1 thereto filed with the SEC on March 31, 2011 (as so amended, the “Statement”) as follows:

Item 2.

Identity and Background

Item 2 of the Statement is amended by inserting the following information:

(b)           The address for each of Clayton Dubilier & Rice Fund VII, L.P., CD&R Parallel Fund VII, L.P., CD&R Associates VII, Ltd., CD&R Associates VII, L.P., CD&R Parallel Fund Associates VII, Ltd., CDR CCMG Co-Investor L.P., CDR CCMG Co-Investor GP Limited and CD&R Investment Associates VII, Ltd. is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1 104, Cayman Islands.

Item 4.

Purpose of Transaction

Item 4 of the Statement is amended by inserting the following information:

On March 12, 2013, Clayton Dubilier & Rice Fund VII, L.P. sold 13,909,141 Shares, CDR CCMG Co-Investor L.P. sold 5,078,482 Shares and CD&R Parallel Fund VII, L.P. sold 94,411 Shares, in each case to Citigroup Global Markets Inc. and Barclays Capital Inc. (collectively, the “Underwriters”) at a price of $20.14 per Share, in a registered offering (the “2013 Secondary Offering”) pursuant to an Underwriting Agreement, dated as of March 6, 2013 (the “2013 Underwriting Agreement”), by and among the CD&R Hertz Funds (as defined in the Statement), the Carlyle Hertz Funds (as defined in the Statement), the Merrill Lynch Hertz Funds (as defined in the Statement), CMC-Hertz Partners, L.P. and the Underwriters.  On March 12, 2013, the Issuer repurchased from the Underwriters 23,200,000 of the Shares sold by the Selling Stockholders (the “Repurchased Shares”) at a price of $20.14 per share. The percentages of Shares held by the reporting persons as set forth in this Amendment No. 3 are based on 399,163,956 Shares outstanding on March 12, 2013, which gives effect to the repurchase of the Repurchased Shares by the Issuer.

Under the 2013 Underwriting Agreement, the Issuer, the CD&R Hertz Funds, the Carlyle Hertz Funds, the Merrill Lynch Hertz Funds and CMC-Hertz Partners, L.P. have agreed with the Underwriters, subject to certain exceptions, not to dispose of or hedge any Shares or securities convertible into or exchangeable for Shares during the period from March 6, 2013 continuing through and including the date 45 days after March 6, 2013, except with the prior written consent of the Underwriters (such period, the “restricted period”).  The restricted period will be automatically extended if: (1) during the last 17 days of the restricted period the Issuer issues an earnings release or announces material news or a material event; or (2) prior to the expiration of the restricted period, the Issuer announces that it will release earnings results during the 15-day period following the last day of the restricted period, in which case the restrictions described above will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

The foregoing description of the 2013 Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the 2013 Underwriting Agreement, which is filed as Exhibit 7 hereto and is incorporated herein by reference.

As a result of the 2013 Secondary Offering, ML Global Private Equity Fund, L.P. no longer has the right under the Stockholders Agreement to designate a candidate to the Issuer’s board of directors. Angel Morales, who was designated by ML Global Private Equity Fund, L.P. to serve as a director of the Issuer pursuant to the Stockholders Agreement,  although still serving on the Issuer’s board of directors, ceased to be the designee of ML Global Private Equity Fund, L.P. upon completion of the 2013 Secondary Offering. Additionally, substantially all of the Merrill Lynch Hertz Funds’ rights and obligations under the Stockholders Agreement have been terminated following the consummation of the 2013 Secondary Offering, including, among other things, the provisions (i) governing the Merrill Lynch Hertz Funds’ drag-along rights and (ii) restrictions on the transfer of Shares. Pursuant to a waiver delivered by certain other principal investors following the 2013 Secondary Offering (the “Waiver”), Merrill Lynch Ventures L.P. 2001 and CMC-Hertz Partners, L.P. are no longer required under the Stockholders Agreement to take all necessary action to cause the nominees to the Issuer’s board of directors chosen by such other principal investors to be elected. However, the Merrill Lynch Hertz Funds and CMC-Hertz Partners, L.P. continue to have the ability to exercise, and remain subject to, certain tag-along rights under the Stockholders Agreement.

The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the Waiver, which is filed as Exhibit 9 hereto and is incorporated herein by reference.

As a result of the foregoing, the Merrill Lynch Hertz Funds may no longer be deemed to be members of a group exercising voting and investment control over the Shares held by the other group members, and,  therefore, ceased to be the beneficial owners of more than five percent of the Issuer’s Shares.

Except as described in this Item 4 and Item 6 of this Statement which are incorporated herein by reference, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Statement is amended and restated in its entirety by inserting the following information:

(a)-(b)

As of the date hereof (and after giving effect to sale of the Shares in the 2013 Secondary Offering and the repurchase by the Issuer of the Repurchased Shares), each of the Reporting Persons beneficially owns the number and percentage of Shares then issued and outstanding listed opposite its name:

Reporting Person(1)

Amount Beneficially Owned

Percent of Class(2)

Clayton Dubilier & Rice Fund VII, L.P.

16,649,571

(3)

5.7

%

CD&R Associates VII, Ltd.

0

(4)

0

%

CD&R Associates VII, L.P.

0

(4)(5)

0

%

CD&R Investment Associates VII, Ltd.

0

(4)(6)

0

%

CDR CCMG Co-Investor L.P.

6,079,064

2.7

%

CDR CCMG Co-Investor GP Limited

0

(7)

0

%

CD&R Parallel Fund VII, L.P.

113,012

0.0

%

CD&R Parallel Fund Associates VII, Ltd.

0

(6)(8)

0

%

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is amended and restated in its entirety by inserting the following information:

Item 7.

Material to Be Filed as Exhibits

Exhibit
Number

Description

1.1

Joint Filing Agreement, dated March 18, 2013, by and among the Reporting Persons.

8

Underwriting Agreement, dated March 6, 2013, among Hertz Global Holdings, Inc., 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., CEP II U.S. Investments, L.P., CP IV Coinvestment, L.P., CEP II Participations S.à r.l. SICAR, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P., CMC-Hertz Partners, L.P. and Citigroup Global Markets Inc. and Barclays Capital Inc., as underwriters.

9

Waiver and Acknowledgement, dated March 18, 2013, 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., CEP II U.S. Investments, L.P., CP IV Coinvestment, L.P., CEP II Participations S.à r.l. SICAR, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P.

CLAYTON, DUBILIER & RICE FUND VII, L.P.

By:

CD&R Associates VII, Ltd.,

its general partner

By:

/s/ Theresa A. Gore

Name:

Theresa A. Gore

Title:

Vice President, Treasurer and Assistant Secretary

CD&R ASSOCIATES VII, LTD. 

By:

/s/ Theresa A. Gore

Name:

Theresa A. Gore

Title:

Vice President, Treasurer and Assistant Secretary

CD&R ASSOCIATES VII, L.P.

By:

CD&R Investment Associates VII, Ltd.,

its general partner

By:

/s/ Theresa A. Gore

Name:

Theresa A. Gore

Title:

Vice President, Treasurer and Assistant Secretary

CD&R INVESTMENT ASSOCIATES VII, LTD.

By:

/s/ Theresa A. Gore

Name:

Theresa A. Gore

Title:

Vice President, Treasurer and Assistant Secretary

CDR CCMG CO-INVESTOR L.P.

By:

CDR CCMG Co-Investor GP Limited,

its general partner

By:

/s/ Theresa A. Gore

Name:  Theresa A. Gore

Title:  Director

CDR CCMG CO-INVESTOR GP LIMITED

By:

/s/ Theresa A. Gore

Name:  Theresa A. Gore

Title:  Director

CD&R PARALLEL FUND VII, L.P.

By:

CD&R Parallel Fund Associates VII, Ltd.,
its general partner

By:

/s/ Theresa A. Gore

Name:

Theresa A. Gore

Title:

Vice President, Treasurer and Assistant Secretary

CD&R PARALLEL FUND ASSOCIATES VII, LTD.

By:

/s/ Theresa A. Gore

Name:

Theresa A. Gore

Title:

Vice President, Treasurer and Assistant Secretary