AVIS BUDGET GROUP, INC. — Director's Dealing 2014

Apr 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVIS BUDGET GROUP, INC. (CAR)
CIK: 0000723612
Period of Report: 2014-04-17

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-17	Restricted Stock Units	$0.0	A	25700	Acquired		Common Stock (25700.0)	Direct
2014-04-17	2014 Performance Based Restricted Stock Units	$0.0	A	89949	Acquired		Common Stock (89949.0)	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: Expiration date not applicable.

F3: The award will vest based on total shareholder return ("TSR") to the Company's shareholders during the performance period beginning January 22, 2014 and ending January 22, 2017. The number of units that will vest will be based on the Company's relative TSR compared to the TSR of the Russell 1000 Index, using the 90 day trading average before the start and end of the performance period. 89,949 units will vest if the Company's TSR is at or above the 75th percentile of the index; 59,966 units if the Company's TSR is at or above the median of the index; 29,983 units if the Company's TSR is at or above the 35th percentile of the index; 14,992 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. Vesting of the award may accelerate based on achievement of certain other performance criteria.

F4: The number of restricted stock units reported represents the maximum number of restricted stock units that may vest.