SEC Form 4 · accession 0000723612-15-000036
AVIS BUDGET GROUP, INC. · CAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald L Nelson
Officer — Chariman, CEO and President · Director
Period of report
Jan 26, 2015
Accepted (ET)
Jan 28, 2015 · 5:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000723612
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 26, 2015 | M | 46,663 | $0.00 | A | 703,122 | D | |
| Common Stock | Jan 26, 2015 | F | 22,711 | $60.91 | D | 680,411 | D | |
| Common StockF1 | Jan 27, 2015 | M | 150,000 | $0.00 | A | 830,411 | D | |
| Common Stock | Jan 27, 2015 | F | 77,775 | $60.65 | D | 752,636 | D | |
| Common StockF1 | Jan 27, 2015 | M | 34,608 | $0.00 | A | 787,244 | D | |
| Common Stock | Jan 27, 2015 | F | 17,945 | $60.65 | D | 769,299 | D | |
| Common StockF5 | holding | — | — | — | 15,472 | I | By trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F6,F7 | $0.00 | Jan 26, 2015 | M | 46,663 | D | — | — | Common Stock | 46,663 | 0 | D |
| Performance Based Restricted Stock UnitsF1,F8,F7 | $0.00 | Jan 27, 2015 | M | 150,000 | D | — | — | Common Stock | 150,000 | 0 | D |
| Restricted Stock UnitsF1,F7 | $0.00 | Jan 27, 2015 | M | 34,608 | D | Jan 27, 2015 | — | Common Stock | 34,608 | 0 | D |
Explanation of responses
- F1Represents restricted stock units which automatically convert to Common Stock upon the vesting of such units on a one-to-one basis.
- F2Represents tax withholdings in connection with the vesting of 46,663 shares of restricted stock units.
- F3Represents tax withholdings in connection with the vesting of 150,000 shares of restricted stock units.
- F4Represents tax withholdings in connection with the vesting of 34,608 shares of restricted stock units.
- F5Securities 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.
- F6Between 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.
- F7Expiration date not applicable.
- F8Between 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.