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: 2014-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-26	Common Stock	M	46663	—	Acquired	606123	Direct
2014-01-26	Common Stock	F	21889	$38.60	Disposed	584234	Direct
2014-01-27	Common Stock	M	150000	—	Acquired	734234	Direct
2014-01-27	Common Stock	F	77775	$38.11	Disposed	656459	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-26	Performance Based Restricted Stock Units	$0.0	M	46663	Disposed		Common Stock (46663.0)	Direct
2014-01-27	Performance Based Restricted Stock Units	$0.0	M	150000	Disposed		Common Stock (150000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40472	Indirect

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: Represents tax withholdings in connection with the vesting of 46,663 shares of restricted stock units.

F3: Represents tax withholdings in connection with the vesting of 150,000 shares of restricted stock units.

F4: Securities are held by a family trust. Mr. Nelson's wife is a trustee of the trust.

F5: 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.

F6: Expiration date not applicable.

F7: 100% of the units vested on the fourth anniversary of the date of grant based on the Company's achievement of certain average price-per share performance goals.