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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