Sec Form 4 Filing - Sweeney Stender E @ AVIS BUDGET GROUP, INC. - 2014-02-21

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 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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1. Name and Address of Reporting Person Sweeney Stender E 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6 SYLVAN WAY 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2014 (Street) PARSIPPANY, NJ07054 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/21/2014 A 571 A $ 44.88 ( 1 ) 671 D Common Stock 02/25/2014 S 671 D $ 46.63 ( 2 ) 0 D Common Stock 02/25/2014 S 1,500 ( 3 ) D $ 46.15 ( 4 ) 0 I ( 3 ) By trust Common Stock 02/21/2014 D 25,000 ( 5 ) D $ 46.64 ( 5 ) 66,711 I Held by NQ Deferred Compensation Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sweeney Stender E 6 SYLVAN WAY PARSIPPANY, NJ07054 X Signatures /s/ Jean M. Sera, by Power of Attorney for Stender E. Sweeney 02/25/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Award represents the portion of non-employee director retainer fees through March 31, 2014 paid in common stock of the Company. ( 2 )Price reflects the weighted average sale price for the sale transactions made on the date reported above. Sale prices ranged from $46.19 to $46.71. Mr. Sweeney will provide, upon request by the Staff, the Company, or a security holder of the Company, full information regarding the number of shares purchased or sold at each separate price. ( 3 )Represents shares held in a family trust for which Mr. Sweeney and his wife are trustees. Shares were formerly reported as directly held. ( 4 )Price reflects the weighted average sale price for the sale transactions made on the date reported above. Sale prices ranged from $46.15 to $46.18. Mr. Sweeney will provide, upon request by the Staff, the Company, or a security holder of the Company, full information regarding the number of shares purchased or sold at each separate price. ( 5 )Represents deferred stock units of the Company under the Non-Employee Directors Deferred Compensation Plan. Each deferred stock unit is the economic equivalent of one share of Company common stock. Upon approval by the Compensation Committee of the Company's Board of Directors, the deferred stock units were settled with the Company for cash, which was deferred in accordance with the terms of the plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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