AVIS BUDGET GROUP, INC. — Director's Dealing 2015

Jan 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVIS BUDGET GROUP, INC. (CAR)
CIK: 0000723612
Period of Report: 2015-01-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Common Stock	M	121127	—	Acquired	890426	Direct
2015-01-28	Common Stock	F	62805	$59.06	Disposed	827621	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	2012 Performance Based Restricted Stock Units	$0.0	M	121127	Disposed		Common Stock (121127.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15472	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 121,127 shares of restricted stock units.

F3: Securities are held by a family trust. Mr. Nelson's wife is a trustee of the trust. Mr. Nelson disclaims beneficial ownership of the securities held by the trust, and the filing of this report is not an admission that Mr. Nelson is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F4: The award will vest based on total shareholder return ("TSR") to the Company's shareholders during the performance period beginning August 3, 2012 and ending January 27, 2015. 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. 121,127 units will vest if the Company's TSR is at or above the 75th percentile of the index; 80,751 units if the Company's TSR is at or above the median of the index; 40,376 units if the Company's TSR is at or above the 35th percentile of the index; 20,188 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.

F5: Expiration date not applicable.