Magee Leslie S Form 4 Filed 2025-06-02

FORM 4

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Magee Leslie S

2. Issuer Name and Ticker or Trading Symbol
H&E Equipment Services, Inc. [HEES]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CFO & Secretary

(Last)

(First)

(Middle)

C/O H&E EQUIPMENT SERVICES, INC., 7500 PECUE LANE

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2025

(Street)

BATON ROUGE, LA 70809

(City)

(State)

(Zip)

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

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ 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	05/27/2025		A		19,378⁽¹⁾	A	$ 0	167,155	D
Common Stock, par value $0.01 per share	05/27/2025		F		15,436⁽²⁾	D	$95.46	151,719	D
Common Stock, par value $0.01 per share	06/02/2025		D		151,719	D	⁽³⁾	0	D

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1.	Issuance of shares in connection with the accelerated vesting of the Reporting Person's 2023 Performance Award and 2024 Performance Award (the "PSUs") previously granted under the Company's Amended and Restated 2016 Stock-Based Incentive Compensation Plan (the "2016 Plan").
2.	Disposition of securities to the Issuer in satisfaction of the Reporting Person's tax liability in connection with the accelerated vesting of the PSUs and the accelerated vesting of restricted stock awards previously granted to the Reporting Person under the 2016 Plan.
3.	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of February 19, 2025, entered into between the Issuer, Herc Holdings Inc. ("Parent") and Parent's wholly-owned subsidiary, HR Merger Sub Inc., these shares of common stock were disposed of upon consummation of the Merger (as defined in the Merger Agreement), or in the related preceding Offer (as defined in the Merger Agreement), in exchange for, on a per-share basis, (i) $78.75 in cash and (ii) 0.1287 shares of Parent common stock, in each case, without interest and less any applicable withholding taxes. The Acquisition closed on June 2, 2025.

	Signatures
	/s/ Leslie S. Magee	06/02/2025
	** Signature of Reporting Person	Date
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