AVIS BUDGET GROUP, INC. — Director's Dealing 2011

Jan 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVIS BUDGET GROUP, INC. (CAR)
CIK: 0000723612
Period of Report: 2011-01-26

Reporting Person: Wyshner David B (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Common Stock	M	14455	—	Acquired	75450	Direct
2011-01-27	Common Stock	F	5356	$14.60	Disposed	70094	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-26	Restricted Stock Units	$0	A	34746	Acquired		Common Stock (34746)	Direct
2011-01-26	Performance Based Restricted Stock Units	$0	A	34746	Acquired		Common Stock (34746)	Direct
2011-01-27	Restricted Stock Units	$0	M	14455	Disposed		Common Stock (14455)	Direct

Footnotes

F1: Represents restricted stock units which automatically converted to Common Stock upon the vesting of such units on a one-to-one basis.

F2: Units convert to Common Stock on a one-to-one basis upon vesting.

F3: Represents tax withholdings in connection with the vesting of 14,455 shares of restricted stock units.

F4: Grant vests in three equal installments on January 26, 2012, 2013 and 2014.

F5: Between 50% and 100% of the units will vest on the third anniversary of the date of grant if the per-share average closing price of the Company's common stock equals or exceeds a minimum threshold price of $17.63 and a maximum target price of $19.68 over any consecutive 30 trading days between the grant date and the third anniversary of the date of grant. The actual number of units that vest based on closing prices that are between the threshold and target prices shall be determined on a pro rata basis using straight line interpolation.

F6: Original grant vests in three equal installments on January 27, 2011, 2012 and 2013.

F7: Expiration date not applicable.