Edgar Filing: HERTZ GLOBAL HOLDINGS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MERRILL LYNCH & CO INC

2. Issuer Name and Ticker or Trading Symbol
HERTZ GLOBAL HOLDINGS INC [HTZ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2007

(Street)

NEW YORK, NY 10080

4. If Amendment, Date Original Filed(Month/Day/Year)
10/17/2007

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/15/2007		S		200 ⁽¹⁾	D	$ 22.7	39,138,056 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁶⁾	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁶⁾
Common Stock	08/17/2007		P		6,300 ⁽⁹⁾	A	$ 21.0927	39,145,896 ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock	08/28/2007		S		1,400 ⁽⁹⁾	D	$ 22.1543	39,144,496 ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹²⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹²⁾
Common Stock	08/28/2007		S		700 ⁽⁹⁾	D	$ 22.18	39,143,796 ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹³⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹³⁾
Common Stock	09/07/2007		S		1,400 ⁽⁹⁾	D	$ 21.5379	39,142,396 ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁴⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁴⁾
Common Stock	09/10/2007		S		1,100 ⁽⁹⁾	D	$ 21.61	39,141,296 ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁵⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁵⁾
Common Stock	09/13/2007		P		2 ⁽¹⁾	A	$ 19.99	39,141,298 ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	09/14/2007		S		2 ⁽¹⁾	D	$ 19.86	39,141,296 ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁸⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁸⁾
Common Stock	09/17/2007		P		122 ⁽¹⁾	A	$ 19.83	39,141,418 ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁹⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁹⁾
Common Stock	09/17/2007		S		103 ⁽¹⁾	D	$ 19.82	39,141,315 ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽²⁰⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽²⁰⁾
Common Stock	09/20/2007		S		500 ⁽⁹⁾	D	$ 21.8	39,140,815 ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽²⁰⁾ ⁽²¹⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽²⁰⁾ ⁽²¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080	X	X

Signatures

Merrill Lynch & Co., Inc. By Frank Marinaro		02/05/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Transaction executed by the error correction section of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co., Inc."), to correct errors made in connection with trades made on behalf of clients.
(2)	The Reporting Person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. In connection with all of the transactions reported on this Form, the Reporting Person has agreed to voluntarily remit appropriate profits, if any, to Hertz Global Holdings Inc.
(3)	As of the transaction date, 32,142,037 shares were owned directly by ML Global Private Equity Fund, L.P. ("MLGPE"), a partnership of which MLGPE Ltd. is the general partner, which is a wholly-owned subsidiary of ML Global Private Equity Partners, L.P., the general partner of which is Merrill Lynch GP, Inc., which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of ML&Co., Inc.
(4)	As of the transaction date, 3,872,549 shares were owned directly by Merrill Lynch Ventures L.P. 2001, a partnership of which Merrill Lynch Ventures, LLC is the general partner, which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of ML&Co., Inc.
(5)	As of the transaction date, 3,101,137 shares were owned directly by ML Hertz Co-Investor, L.P., a partnership of which ML Hertz Co-Investor GP, L.L.C. is the general partner, the sole managing member of which is MLGPE. See footnote 3.
(6)	As of the transaction date, 28,633 shares were owned directly by MLPFS.
(7)	Pursuant to the Shareholders Agreement dated December 21, 2005, as may be amended from time to time, 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., CP IV Coinvestment L.P., CEP II U.S. Investments, L.P., CEP II Participations S.a.r.l, MLGPE, Merrill Lynch Ventures L.P. 2001, CMC-Hertz Partners, L.P. and ML Hertz Co-Investor, L.P., MLGPE has the right to designate two members to the board of directors of the Issuer. ML&Co., Inc. disclaims its possible status as a director of the Issuer.
(8)	As of the transaction date, Merrill Lynch Financial Markets, Inc. ("MLFM"), a direct, wholly-owned subsidiary of ML&Co., Inc., had a direct ownership position that was short 6,300 shares.
(9)	Reflects transactions executed by MLFM at clients' request.
(10)	32,143,577 shares were owned directly by MLGPE after grants reported on Form 4 filed on 8/21/2007.
(11)	No shares were owned directly by MLFM as of 8/17/2007.
(12)	MLFM's direct ownership was short 1,400 shares as of 8/28/2007.
(13)	MLFM's direct ownership was short 2,100 shares as of 8/28/2007.
(14)	MLFM's direct ownership was short 3,500 shares as of 9/7/2007
(15)	MLFM's direct ownership was short 4,600 shares as of 9/10/2007.
(16)	The Reporting Person disclaims that this transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to this transaction.
(17)	28,635 shares were owned directly by MLPFS as of 9/13/2007.
(18)	28,633 shares were owned directly by MLPFS as of 9/14/2007.
(19)	28,755 shares were owned directly by MLPFS as of 9/17/2007.
(20)	28,652 shares were directly owned by MLPFS as of the transaction date.
(21)	MLFM's direct ownership was short 5,100 shares as of 9/20/2007.
Remarks: This Amended Form 4 is being filed to amend the Form 4 Amendment originally filed on 10/17/2007 (the "10/17/2007 Amendment"). It includes a previously unreported transaction which occured on 8/15/2007 and corrects the amount of securities beneficially owned following that transaction and each subsequent transaction reported on the 10/17/2007 Amendment.

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