SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Hertz Global Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
(CUSIP Number)
Andrew Langham
Icahn Capital LP
16690 Collins Avenue,
Sunny Isles,
FL 33160
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
High River Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
WC
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
11,205,754
0
11,205,754
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,205,754
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.88%
14
TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
Hopper Investments LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
11,205,754
0
10
SHARED DISPOSITIVE POWER
11,205,754
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,205,754
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.88%
14
TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
11,205,754
0
10
SHARED DISPOSITIVE POWER
11,205,754
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,205,754
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.88%
14
TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
WC
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
18,349,881
0
18,349,881
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,349,881
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.91%
14
TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
Icahn Offshore LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
18,349,881
0
10
SHARED DISPOSITIVE POWER
18,349,881
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,349,881
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.91%
14
TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
Icahn Partners LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
WC
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
25,786,474
0
25,786,474
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,786,474
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14
TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
Icahn Onshore LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
25,786,474
0
10
SHARED DISPOSITIVE POWER
25,786,474
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,786,474
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.14%
14
TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
Icahn Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
44,136,355
0
10
SHARED DISPOSITIVE POWER
44,136,355
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,355
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14
TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
IPH GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
44,136,355
0
10
SHARED DISPOSITIVE POWER
44,136,355
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,355
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14
TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
44,136,355
0
10
SHARED DISPOSITIVE POWER
44,136,355
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,355
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14
TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
44,136,355
0
10
SHARED DISPOSITIVE POWER
44,136,355
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,355
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14
TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
1.
NAME OF REPORTING PERSON
Beckton Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
44,136,355
0
10
SHARED DISPOSITIVE POWER
44,136,355
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,355
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14
TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
1
NAME OF REPORTING PERSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
55,342,109
0
10
SHARED DISPOSITIVE POWER
55,342,109
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,342,109
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.94%
14
TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 9 to the Schedule 13D relating to the shares of Common Stock, Par Value $0.01 (
“Shares”), issued by Hertz Global Holdings, Inc. (the
“Issuer”)
and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on
July 8, 2016, as amended by Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission on
November
8, 2016, Amendment No. 2 to the Schedule 13D, filed with the Securities and Exchange Commission on
November 10, 2016, Amendment No. 3 to the Schedule 13D, filed with the Securities and Exchange Commission on
March 4, 2019, Amendment No. 4 to the
Schedule 13D, filed with the Securities and Exchange Commission on
June 12, 2019, Amendment No. 5 to the Schedule 13D, filed with the Securities and Exchange Commission on
July 12, 2019, Amendment No. 6 to the Schedule 13D, filed with the Securities
and Exchange Commission on
July 18, 2019, Amendment No. 7 to the Schedule 13D, filed with the Securities and Exchange Commission on
September 11, 2019 and Amendment No. 8 to the Schedule 13D, filed with the Securities and Exchange Commission on
September 16, 2019, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 55,342,109 Shares.
The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $1.88 billion. The source of funding for these Shares was the general working capital of the respective purchasers. The Shares are held by
the Reporting Persons in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of the Shares was obtained through margin borrowing.
Item 5.
Interest in Securities of the Issuer
Items 5 (a) and (b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 55,342,109 Shares, representing approximately 38.94% of the Issuer's outstanding Shares (based on the 142,125,191 Shares
outstanding as of
February 13, 2020, as disclosed by the Issuer in the Issuer’s Form 10-K for the year ended
December 31, 2019).
(b) High River has sole voting power and sole dispositive power with regard to 11,205,754 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 18,349,881 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared
voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 25,786,474 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in
Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for
all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly
beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
Item 5 (c) of the Schedule 13D is hereby amended by the addition of the following:
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. Except as otherwise noted below, all such
transactions were purchases of Shares effected in the open market, and the table includes commission paid in per share prices.
|
Name of Reporting Person
|
Date of Transaction
|
Amount of Securities
|
Price Per Share
|
|
High River Limited Partnership
|
03/10/2020
|
257,024
|
7.79
|
|
High River Limited Partnership
|
03/11/2020
|
748,644
|
8.06
|
|
High River Limited Partnership
|
03/12/2020
|
1,277,584
|
6.99
|
|
Icahn Partners LP
|
03/10/2020
|
593,003
|
7.79
|
|
Icahn Partners LP
|
03/11/2020
|
1,749,566
|
8.06
|
|
Icahn Partners LP
|
03/12/2020
|
2,985,691
|
6.99
|
|
Icahn Partners Master Fund LP
|
03/10/2020
|
435,094
|
7.79
|
|
Icahn Partners Master Fund LP
|
03/11/2020
|
1,245,008
|
8.06
|
|
Icahn Partners Master Fund LP
|
03/12/2020
|
2,124,643
|
6.99
|
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
HIGH RIVER LIMITED PARTNERSHIP
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
Title: Chief Financial Officer
[Signature Page of Amendment No. 9 to Schedule 13D – Hertz Global Holdings, Inc.]
