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 *
Wyshner David B
  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 & CFO
(Last)
(First)
(Middle)
6 SYLVAN WAY
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2016
(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 01/28/2016   M   38,378 A $ 0 (1) 195,749 D  
Common Stock 01/28/2016   F(2)   17,456 D $ 25.88 178,293 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
Performance Based Restricted Stock Units $ 0 (1) 01/28/2016   M     38,378   (3)   (4) Common Stock 38,378 $ 0 0 D  
Performance Based Restricted Stock Units $ 0 (1) 01/28/2016   A   81,144     (5)   (4) Common Stock 81,144 $ 0 81,144 D  
Restricted Stock Units $ 0 (1) 01/28/2016   A   23,184     (6)   (4) Common Stock 23,184 $ 0 23,184 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wyshner David B
6 SYLVAN WAY
PARSIPPANY, NJ 07054
      President & CFO  

Signatures

 /s/ Jean M. Sera, by Power of Attorney for David B. Wyshner   02/01/2016
**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 38,378 restricted stock units.
(3) Units vested on January 28, 2016 based on the Company's attainment of pre-established financial performance goals.
(4) Expiration date not applicable.
(5) Units vest on January 28, 2019 based on the Company's attainment of pre-established financial performance goals.
(6) Grant vests in three equal installments on January 28, 2017, 2018 and 2019.

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