SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES HOLDING LLC

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HERC HOLDINGS INC [ HRI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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, par value $0.01 per share ("Shares")	08/10/2017		J⁽¹⁾		4,359	A	$37.46	4,317,219	I	please see footnotes⁽¹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Shares	08/10/2017		J⁽²⁾		17,438	A	$37.46	4,334,657	I	please see footnotes⁽²⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Shares	08/10/2017		J⁽³⁾		380	A	$37.45	4,335,037	I	please see footnotes⁽³⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Shares	08/10/2017		J⁽⁴⁾		980	A	$37.45	4,336,017	I	please see footnotes⁽⁴⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Shares	08/10/2017		J⁽⁵⁾		540	A	$37.45	4,336,557	I	please see footnotes⁽⁵⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Shares	08/10/2017		J⁽⁶⁾		9,797	A	$37.48	4,346,354	I	please see footnotes⁽⁶⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Shares	08/10/2017		J⁽⁷⁾		23,249	A	$37.48	4,369,603	I	please see footnotes⁽⁷⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Shares	08/10/2017		J⁽⁸⁾		15,937	A	$37.48	4,385,540	I	please see footnotes⁽⁸⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Shares	08/10/2017		P		83,574⁽⁹⁾	A	$38.93	4,469,114	I	please see all footnotes⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Shares	08/11/2017		P		25,675⁽¹⁰⁾	A	$39	4,494,789	I	please see footnotes⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward contract (obligation to purchase)	⁽¹⁾	08/10/2017		J⁽¹⁾			1	06/08/2017	06/07/2019	Shares	4,359	⁽¹⁾	0	I	please see footnotes⁽¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Forward contract (obligation to purchase)	⁽²⁾	08/10/2017		J⁽²⁾			1	06/08/2017	06/07/2019	Shares	17,438	⁽²⁾	0	I	please see footnotes⁽²⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Forward contract (obligation to purchase)	⁽³⁾	08/10/2017		J⁽³⁾			1	06/09/2017	06/07/2019	Shares	380	⁽³⁾	0	I	please see footnotes⁽³⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Forward contract (obligation to purchase)	⁽⁴⁾	08/10/2017		J⁽⁴⁾			1	06/09/2017	06/07/2019	Shares	980	⁽⁴⁾	0	I	please see footnotes⁽⁴⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Forward contract (obligation to pirchase)	⁽⁵⁾	08/10/2017		J⁽⁵⁾			1	06/09/2017	06/07/2019	Shares	540	⁽⁵⁾	0	I	pleAse see footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Forward contract (obligation to purchase)	⁽⁶⁾	08/10/2017		J⁽⁶⁾			1	06/15/2017	06/07/2019	Shares	9,797	⁽⁶⁾	0	I	please see footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Forward contract (obligation to purchase)	⁽⁷⁾	08/10/2017		J⁽⁷⁾			1	06/15/2017	06/07/2019	Shares	23,249	⁽⁷⁾	0	I	please see footnotes⁽⁷⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Forward contract (obligation to purchase)	⁽⁸⁾	08/10/2017		J⁽⁸⁾			1	06/15/2017	06/07/2019	Shares	15,937	⁽⁸⁾	0	I	pleasee see footnotes⁽⁸⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES HOLDING LLC

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HIGH RIVER LIMITED PARTNERSHIP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICAHN PARTNERS LP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICAHN PARTNERS MASTER FUND LP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On August 10, 2017, High River Limited Partnership ("High River") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 4,359 Shares, at a forward price of $35.00 per Share, plus a financing charge.

2. On August 10, 2017, Icahn Partners LP ("Icahn Partners") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 17,438 Shares at a forward price of $35.00 per Share, plus a financing charge.

3. On August 10, 2017, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 380 Shares, at a forward price of $35.00 per Share, plus a financing charge.

4. On August 10, 2017, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 980 Shares, at a forward price of $35.00 per Share, plus a financing charge.

5. On August 10, 2017, Icahn Partners Master Fund LP ("Icahn Master") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 540 Shares at a forward price of $35.00 per Share, plus a financing charge.

6. On August 10, 2017, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 9,797 Shares, at a forward price of $35.00 per Share, plus a financing charge.

7. On August 10, 2017, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 23,249 Shares, at a forward price of $35.00 per Share, plus a financing charge.

8. On August 10, 2017, Icahn Master acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 15,937 Shares, at a forward price of $35.00 per Share, plus a financing charge.

9. On August 10, 2017, High River purchased 16,715 Shares, Icahn Partners purchased 39,387 Shares and Icahn Master purchased 27,472 Shares, in each case at a price of $38.93 per Share.

10. On August 11, 2017, High River purchased 5,135 Shares, Icahn Partners purchased 12,185 Shares and Icahn Master purchased 8,355 Shares, in each case at a price of $39.00 per Share.

11. High River directly beneficially owns 898,957 Shares, Icahn Partners directly beneficially owns 2,133,096 Shares, and Icahn Master directly beneficially owns 1,462,736 Shares.

12. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.

13. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

14. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

15. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

	CARL C. ICAHN	08/14/2017
	HIGH RIVER LIMITED PARTNERSHIP	08/14/2017
	ICAHN PARTNERS LP	08/14/2017
	ICAHN PARTNERS MASTER FUND LP	08/14/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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