1. Title of Derivative Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Stock Option (Right to Buy)
|
01/02/2007 |
01/02/2017 |
Common Stock, par value $0.01 per share
|
2,090
|
$
17.39
|
I
|
See footnote.
(6)
|
|
Stock Option (Right to Buy)
|
05/17/2007 |
05/17/2017 |
Common Stock, par value $0.01 per share
|
6,474
|
$
21.87
|
I
|
See footnote.
(6)
|
|
Stock Option (Right to Buy)
|
05/15/2008 |
05/15/2018 |
Common Stock, par value $0.01 per share
|
38,136
|
$
14.21
|
I
|
See footnote.
(6)
|
| * |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Bank of America Corporation ("Bank of America") is an indirect beneficial owner of the reported securities. The indirect
interest in the reported securities was obtained pursuant to an Agreement and Plan of Merger, dated as of September 15, 2008
(the "Merger Agreement") whereby a wholly owned subsidiary of Bank of America merged with and into Merrill Lynch & Co., Inc.
("Merrill Lynch"). Merrill Lynch is now a wholly owned subsidiary of Bank of America. |
| (2) |
Bank of America through its subsidiaries and affiliates, Merrill Lynch, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
ML Hertz Co-Investor, L.P., ML Global Private Equity Fund, L.P. and Merrill Lynch Ventures LP 2001, reports indirect
beneficial ownership of 39,156,398 shares of the Issuer's Common Stock. |
| (3) |
The shares of Common Stock are held indirectly by Bank of America through its subsidiaries as follows: ML Hertz Co-Investor,
L.P., 3,101,137 shares of Common Stock; ML Global Private Equity Fund, L.P. 32,160,660 shares of Common Stock; Merrill Lynch
Ventures LP 2001 3,872,549 shares of Common Stock; and Merrill Lynch, Pierce, Fenner & Smith Incorporated 22,052 shares of
Common Stock. |
| (4) |
Pursuant to the Shareholders Agreement dated December 21, 2005, as may be amended from time to time, among Clayton, Dubilier
& Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV
Coinvestment L.P., CEP II U.S. Investments, L.P., CEP II Participations S.a.r.l, ML Global Private Equity Fund, L.P.,
Merrill Lynch Ventures L.P. 2001, CMC-Hertz Partners, L.P. and ML Hertz Co-Investor, L.P., ML Global Private Equity Fund,
L.P. has the right to designate two members to the board of directors of the Issuer. |
| (5) |
The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act
of 1934 or otherwise, the Reporting Person is the beneficial owner of the securities covered by this statement except to the
extent of its pecuniary interest therein. |
| (6) |
The options were granted to ML Global Private Equity Fund, L.P. as assignee of compensation payable to George Bitar and
Robert End for services as directors of the Issuer. Messrs. Bitar and End are both employees of an affiliate of ML Global
Private Equity Fund, L.P. Accordingly, Bank of America reports indirect beneficial ownership of 46,700 stock options to buy
the Issuer's Common Stock. |