SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

Herc Holdings Inc.

(Name of Issuer)

Common Stock, Par Value $0.01

(Title of Class of Securities)

42805T105

(CUSIP Number)

Jesse A. Lynn, Esq.

Chief Operating Officer

Icahn Capital LP

16690 Collins Ave., PH-1,

Sunny Isles Beach, FL 33160

(305) 422-4131

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 3, 2023

(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

CUSIP No. 42805T105

Icahn Partners Master Fund LP

(a) / /

(b) / /

WC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

690,726

0

690,726

0

690,726

2.37%

PN

SCHEDULE 13D

CUSIP No. 42805T105

Icahn Offshore LP

(a) / /

(b) / /

OO

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

690,726

0

690,726

690,726

2.73%

PN

SCHEDULE 13D

CUSIP No. 42805T105

Icahn Partners LP

(a) / /

(b) / /

WC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

979,053

0

979,053

0

979,053

3.36%

PN

SCHEDULE 13D

CUSIP No. 42805T105

Icahn Onshore LP

(a) / /

(b) / /

OO

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

979,053

0

979,053

979,053

3.36%

PN

SCHEDULE 13D

CUSIP No. 42805T105

Icahn Capital LP

(a) / /

(b) / /

OO

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,669,779

0

1,669,779

1,669,779

5.73%

PN

SCHEDULE 13D

CUSIP No. 42805T105

IPH GP LLC

(a) / /

(b) / /

OO

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,669,779

0

1,669,779

1,669,779

5.73%

OO

SCHEDULE 13D

CUSIP No. 42805T105

Icahn Enterprises Holdings L.P.

(a) / /

(b) / /

OO

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,669,779

0

1,669,779

1,669,779

5.73%

PN

SCHEDULE 13D

CUSIP No. 42805T105

Icahn Enterprises G.P. Inc.

(a) / /

(b) / /

OO

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,669,779

0

1,669,779

1,669,779

5.73%

CO

SCHEDULE 13D

CUSIP No. 42805T105

Beckton Corp.

(a) / /

(b) / /

OO

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,669,779

0

1,669,779

1,669,779

5.73%

CO

SCHEDULE 13D

CUSIP No. 42805T105

Carl C. Icahn

(a) / /

(b) / /

OO

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,669,779

0

1,669,779

1,669,779

5.73%

IN

SCHEDULE 13D

This statement constitutes Amendment No. 16 to the Schedule 13D relating to the shares of common stock, par value $0.01 (“Shares”), issued by Herc Holdings Inc. (formerly known as Hertz Global Holdings, Inc.) (the “Issuer”), and hereby amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2014, as previously amended, 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 5(a) and the first paragraph of Item 5(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 1,669,779 Shares, representing approximately 5.73% of the Issuer's outstanding Shares (based upon the 29,123,141 Shares outstanding as of February 10, 2023, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022).

(b)        Icahn Master has sole voting power and sole dispositive power with regard to 690,726 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 979,053 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.

Item 5(c) of the Schedule 13D is hereby amended by the addition of the following:

(c) The following table sets forth all transactions by any of the Reporting Persons since the last amendment to this Schedule 13D was filed on February 24, 2023. All such transactions were sales of Shares effected in the open market, pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Persons, and the table includes commissions paid in per share prices.

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.

Dated: March 7, 2023

ICAHN PARTNERS LP

ICAHN ONSHORE LP

ICAHN PARTNERS MASTER FUND LP

ICAHN OFFSHORE LP

ICAHN CAPITAL LP

IPH GP LLC

By:       /s/ Jesse Lynn

Name: Jesse Lynn

Title: Chief Operating Officer

BECKTON CORP.

By:        /s/ Jesse Lynn

Name: Jesse Lynn

Title: Vice President

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

By:       /s/ Ted Papapostolou

Name: Ted Papapostolou

Title: Chief Financial Officer

/s/ Carl C. Icahn

CARL C. ICAHN