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

Jan 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVIS BUDGET GROUP, INC. (CAR)
CIK: 0000723612
Period of Report: 2014-01-25

Reporting Person: De Shon Larry D (President, EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-25	Common Stock	M	13889	—	Acquired	139545	Direct
2014-01-25	Common Stock	F	6563	$38.60	Disposed	132982	Direct
2014-01-26	Common Stock	M	8687	—	Acquired	141669	Direct
2014-01-26	Common Stock	F	4231	$38.60	Disposed	137438	Direct
2014-01-26	Common Stock	M	26060	—	Acquired	163498	Direct
2014-01-26	Common Stock	F	12692	$38.60	Disposed	150806	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-25	Restricted Stock Units	$0.0	M	13889	Disposed		Common Stock (13889.0)	Direct
2014-01-26	Restricted Stock Units	$0.0	M	8687	Disposed		Common Stock (8687.0)	Direct
2014-01-26	Performance Based Restricted Stock Units	$0.0	M	26060	Disposed		Common Stock (26060.0)	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: Represents tax withholdings in connection with the vesting of 13,889 shares of restricted stock units.

F3: Represents tax withholdings in connection with the vesting of 8,687 shares of restricted stock units.

F4: Represents tax withholdings in connection with the vesting of 26,060 shares of restricted stock units.

F5: Original grant vests in three equal installments on January 25, 2013, 2014 and 2015.

F6: Expiration date not applicable.

F7: Original grant vests in three equal installments on January 26, 2012, 2013 and 2014.

F8: 100% of the units vested on the third anniversary of the date of grant based on the Company's achievement of certain average price-per share performance goals.