4//SEC Filing
ICAHN CARL C 4
Accession 0001567619-19-018157
CIK 0001657853other
Filed
Sep 10, 8:00 PM ET
Accepted
Sep 11, 5:37 PM ET
Size
21.8 KB
Accession
0001567619-19-018157
Insider Transaction Report
Form 4
ICAHN PARTNERS MASTER FUND LP
10% Owner
Transactions
- Other
Forward contract (obligation to purchase)
2019-09-09+1→ 1 total(indirect: please see footnotes)From: 2019-09-09Exp: 2021-09-08→ Common Stock, par value $0.01 per share ("Shares" (55,117 underlying) - Other
Forward contract (obligation to purchase)
2019-09-10+1→ 1 total(indirect: please see footnotes)From: 2019-09-10Exp: 2021-09-08→ Shares (571,048 underlying) - Other
Forward contract (obligation to purchase)
2019-09-11+1→ 1 total(indirect: please see footnotes)From: 2019-09-11Exp: 2021-09-08→ Shares (244,474 underlying)
ICAHN PARTNERS LP
10% Owner
Transactions
- Other
Forward contract (obligation to purchase)
2019-09-10+1→ 1 total(indirect: please see footnotes)From: 2019-09-10Exp: 2021-09-08→ Shares (571,048 underlying) - Other
Forward contract (obligation to purchase)
2019-09-11+1→ 1 total(indirect: please see footnotes)From: 2019-09-11Exp: 2021-09-08→ Shares (244,474 underlying) - Other
Forward contract (obligation to purchase)
2019-09-09+1→ 1 total(indirect: please see footnotes)From: 2019-09-09Exp: 2021-09-08→ Common Stock, par value $0.01 per share ("Shares" (55,117 underlying)
ICAHN CARL C
10% Owner
Transactions
- Other
Forward contract (obligation to purchase)
2019-09-11+1→ 1 total(indirect: please see footnotes)From: 2019-09-11Exp: 2021-09-08→ Shares (244,474 underlying) - Other
Forward contract (obligation to purchase)
2019-09-09+1→ 1 total(indirect: please see footnotes)From: 2019-09-09Exp: 2021-09-08→ Common Stock, par value $0.01 per share ("Shares" (55,117 underlying) - Other
Forward contract (obligation to purchase)
2019-09-10+1→ 1 total(indirect: please see footnotes)From: 2019-09-10Exp: 2021-09-08→ Shares (571,048 underlying)
HIGH RIVER LIMITED PARTNERSHIP
10% Owner
Transactions
- Other
Forward contract (obligation to purchase)
2019-09-11+1→ 1 total(indirect: please see footnotes)From: 2019-09-11Exp: 2021-09-08→ Shares (244,474 underlying) - Other
Forward contract (obligation to purchase)
2019-09-09+1→ 1 total(indirect: please see footnotes)From: 2019-09-09Exp: 2021-09-08→ Common Stock, par value $0.01 per share ("Shares" (55,117 underlying) - Other
Forward contract (obligation to purchase)
2019-09-10+1→ 1 total(indirect: please see footnotes)From: 2019-09-10Exp: 2021-09-08→ Shares (571,048 underlying)
Footnotes (8)
- [F1]On September 9, 2019, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 11,023 Shares and Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 44,094 Shares, in each case at a forward price of $12.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River and Icahn Partners paid the counterparty to the forward contracts $1.24 per Share upon establishing the forward contracts. Subject to the rights of High River and Icahn Partners to accelerate the settlement dates, the forward contracts will settle on September 8, 2021.
- [F2]On September 10, 2019, High River entered into a forward contract providing for the purchase by High River of 114,210 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 274,910 Shares and Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 181,928 Shares, in each case at a forward price of $12.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $2.16 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on September 8, 2021.
- [F3]On September 11, 2019, High River entered into a forward contract providing for the purchase by High River of 48,895 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 114,308 Shares and Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 81,271 Shares, in each case at a forward price of $12.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $2.24 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on September 8, 2021.
- [F4]The forward contracts provide for physical settlement, with High River, Icahn Partners and Icahn Master, respectively, retaining the right to elect cash settlement. None of the forward contracts give High River, Icahn Partners nor Icahn Master, as applicable, direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
Documents
Issuer
HERTZ GLOBAL HOLDINGS, INC
CIK 0001657853
Entity typeother
IncorporatedFL
Related Parties
1- filerCIK 0000921669
Filing Metadata
- Form type
- 4
- Filed
- Sep 10, 8:00 PM ET
- Accepted
- Sep 11, 5:37 PM ET
- Size
- 21.8 KB