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 * Zimmerman J Jeffrey   2. Issuer Name and Ticker or Trading Symbol HERTZ GLOBAL HOLDINGS INC [HTZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec VP, GC and Secty (Last) (First) (Middle) 225 BRAE BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2014 (Street) PARK RIDGE, NJ 07656 4. If Amendment, Date Original Filed(Month/Day/Year) 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) Code V Amount (A) or (D) Price

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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(1)	02/19/2014		A		24,678 (1)		(1)	(1)	Common Stock	24,678 (1)	$ 0 (1)	72,014	D
Performance Stock Units	(2)	02/19/2014		A		16,921 (2)		(2)	(2)	Common Stock	16,921 (2)	$ 0 (2)	88,935	D
Performance Stock Units	(3)	02/19/2014		A		9,182 (3)		(3)	(3)	Common Stock	9,182 (3)	$ 0 (3)	98,117	D
Performance Stock Units	(4)	02/19/2014		A		448 (4)		(4)	(4)	Common Stock	448 (4)	$ 0 (4)	98,565	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Zimmerman J Jeffrey 225 BRAE BOULEVARD PARK RIDGE, NJ 07656			Exec VP, GC and Secty

Signatures

William Langston, By Power of Attorney on behalf of J. Jeffrey Zimmerman		02/21/2014
**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)	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.

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