AVIS BUDGET GROUP, INC. — Director's Dealing 2016

Feb 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVIS BUDGET GROUP, INC. (CAR)
CIK: 0000723612
Period of Report: 2016-01-28

Reporting Person: NELSON RONALD L (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-28	Common Stock	M	86675	—	Acquired	902362	Direct
2016-01-28	Common Stock	F	44161	$25.88	Disposed	858201	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-28	2013 Performance Based Restricted Stock Units	$0.0	M	86675	Disposed		Common Stock (86675.0)	Direct
2016-01-28	Performance Based Restricted Stock Units	$0.0	A	57960	Acquired		Common Stock (57960.0)	Direct
2016-01-28	Restricted Stock Units	$0.0	A	38640	Acquired		Common Stock (38640.0)	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 86,675 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: 100% of the units vested on January 28, 2016 upon the Company's achievement of certain relative total shareholder return performance goals.

F5: Expiration date not applicable.

F6: Units vest on January 28, 2017 based on the Company's attainment of pre-established financial performance goals.