AVIS BUDGET GROUP, INC. — Director's Dealing 2013

Jan 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVIS BUDGET GROUP, INC. (CAR)
CIK: 0000723612
Period of Report: 2013-01-23

Reporting Person: NELSON RONALD L (Director, Chairman and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-23	Restricted Stock Units	$0	A	24764	Acquired		Common Stock (24764)	Direct
2013-01-23	2013 Performance Based Restricted Stock Units	$0	A	86675	Acquired		Common Stock (86675)	Direct

Footnotes

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

F2: The award will vest based on total shareholder return ("TSR") to the Company's shareholders during the performance period beginning January 23, 2013 and ending January 23, 2016. The number of units that will vest will be based on the Company's relative TSR compared to the TSR of the Russell 2000 Index, using the 90 day trading average before the start and end of the performance period. 86,675 units will vest if the Company's TSR is at or above the 75th percentile of the index; 57,783 units if the Company's TSR is at or above the median of the index; 28,892 units if the Company's TSR is at or above the 35th percentile of the index; 14,446 units if the Company's TSR is at or above the 25th percentile of the index. The actual number of units that vest, based on the Company's TSR relative to the TSR of the index, shall be determined on a pro rata basis using straight line interpolation.

F3: The number of restricted stock units reported represents the maximum number of restricted stock units that may vest.

F4: Expiration date not applicable.