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 *
De Shon Larry D
  2. Issuer Name and Ticker or Trading Symbol
AVIS BUDGET GROUP, INC. [CAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, EMEA
(Last)
(First)
(Middle)
6 SYLVAN WAY
3. Date of Earliest Transaction (Month/Day/Year)
01/25/2013
(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 01/25/2013   M(1)   13,889 A $ 0 (1) 99,044 D  
Common Stock 01/25/2013   F(2)   6,680 D $ 21.99 92,364 D  
Common Stock 01/26/2013   M(1)   8,687 A $ 0 (1) 101,051 D  
Common Stock 01/26/2013   F(4)   4,105 D $ 21.99 96,946 D  
Common Stock 01/27/2013   M(1)   10,842 A $ 0 (1) 107,788 D  
Common Stock 01/27/2013   F(6)   5,123 D $ 21.99 102,665 D  
Common Stock 01/27/2013   M(1)   32,524 A $ 0 (1) 135,189 D  
Common Stock 01/27/2013   F(8)   15,368 D $ 21.99 119,821 D  

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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) 01/25/2013   M(1)   13,889     (3)   (10) Common Stock 13,889 $ 0 27,778 D  
Restricted Stock Units $ 0 (1) 01/26/2013   M(1)   8,687     (5)   (10) Common Stock 8,687 $ 0 8,687 D  
Restricted Stock Units $ 0 (1) 01/27/2013   M(1)   10,842     (7)   (10) Common Stock 10,842 $ 0 0 D  
Performance Based Restricted Stock Units $ 0 (1) 01/27/2013   M(1)   32,524     (9)   (10) Common Stock 32,524 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
De Shon Larry D
6 SYLVAN WAY
PARSIPPANY, NJ 07054
      President, EMEA  

Signatures

 Jean M. Sera, by Power of Attorney for Larry D. De Shon   01/29/2013
**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 converted 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 13,889 shares of restricted stock units.
(3) Original grant vests in three equal installments on January 25, 2013, 2014 and 2015.
(4) Represents tax withholdings in connection with the vesting of 8,687 shares of restricted stock units.
(5) Original grant vests in three equal installments on January 26, 2012, 2013 and 2014.
(6) Represents tax withholdings in connection with the vesting of 10,842 shares of restricted stock units.
(7) Original grant vests in three equal installments on January 27, 2011, 2012 and 2013.
(8) Represents tax withholdings in connection with the vesting of 32,524 shares of performance based restricted stock units.
(9) 100% of the units vested on the third anniversary of the date of grant upon the Company's achievement of certain average price-per share performance goals.
(10) Expiration date not applicable.

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