Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NELSON RONALD L
  2. Issuer Name and Ticker or Trading Symbol
AVIS BUDGET GROUP, INC. [CAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chariman, CEO and President
(Last)
(First)
(Middle)
6 SYLVAN WAY
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2015
(Street)

PARSIPPANY, NJ 07054
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/26/2015   M   46,663 A $ 0 (1) 703,122 D  
Common Stock 01/26/2015   F(2)   22,711 D $ 60.91 680,411 D  
Common Stock 01/27/2015   M   150,000 A $ 0 (1) 830,411 D  
Common Stock 01/27/2015   F(3)   77,775 D $ 60.65 752,636 D  
Common Stock 01/27/2015   M   34,608 A $ 0 (1) 787,244 D  
Common Stock 01/27/2015   F(4)   17,945 D $ 60.65 769,299 D  
Common Stock               15,472 I (5) By trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 (1) 01/26/2015   M     46,663   (6)   (7) Common Stock 46,663 $ 0 0 D  
Performance Based Restricted Stock Units $ 0 (1) 01/27/2015   M     150,000   (8)   (7) Common Stock 150,000 $ 0 0 D  
Restricted Stock Units $ 0 (1) 01/27/2015   M     34,608 01/27/2015   (7) Common Stock 34,608 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NELSON RONALD L
6 SYLVAN WAY
PARSIPPANY, NJ 07054
  X     Chariman, CEO and President  

Signatures

 /s/ Jean M. Sera, by Power of Attorney for Ronald L. Nelson   01/28/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents restricted stock units which automatically convert to Common Stock upon the vesting of such units on a one-to-one basis.
(2) Represents tax withholdings in connection with the vesting of 46,663 shares of restricted stock units.
(3) Represents tax withholdings in connection with the vesting of 150,000 shares of restricted stock units.
(4) Represents tax withholdings in connection with the vesting of 34,608 shares of restricted stock units.
(5) 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.
(6) Between 50% and 100% of the units will vest on the fourth anniversary of the date of grant if the per-share average closing price of the Company's common stock equals or exceeds a minimum threshold price of $16.31 and a maximum target price of $19.62 over any consecutive 30 trading days between the grant date and the fourth anniversary of the date of grant. The actual number of units that vest, based on closing prices that are between the threshold and target prices shall be determined on a pro rata basis using straight line interpolation.
(7) Expiration date not applicable.
(8) Between 50% and 100% of the units will vest on the fifth anniversary of the date of grant if the per-share closing price of the Company's common stock equals or exceeds a minimum threshold price of $16.31 and a maximum target price of $19.62 over any consecutive 30 trading days between the grant date and the fifth anniversary of the date of grant. The actual number of units that vest, based on closing prices that are between the threshold and target prices shall be determined on a pro rata basis using straight line interpolation.

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