Edgar Filing: SRS Investment Management, LLC

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SRS Investment Management, LLC

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1 BRYANT PARK, 39TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2019

(Street)

NEW YORK, NY 10036

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 (Common Stock)	02/22/2019		X/K⁽¹⁾		3,500	A	$ 40	12,003,500	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	02/22/2019		J/K⁽¹⁾		3,500	D	$ 35.33	12,000,000	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	02/22/2019		X/K⁽¹⁾		1,070,300	A	$ 25	13,070,300	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	02/22/2019		J/K⁽¹⁾		1,070,300	D	$ 35.33	12,000,000	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	02/22/2019		X/K⁽¹⁾		1,122,700	A	$ 30	13,122,700	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	02/22/2019		J/K⁽¹⁾		1,122,700	D	$ 35.33	12,000,000	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	02/22/2019		X/K⁽¹⁾		1,588,800	A	$ 26.4	13,588,800	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	02/22/2019		J/K⁽¹⁾		1,588,800	D	$ 35.33	12,000,000	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	02/22/2019		X/K⁽¹⁾		400,000	A	$ 26.41	12,400,000	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	02/22/2019		J/K⁽¹⁾		400,000	D	$ 35.33	12,000,000	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	02/22/2019		P		4,189,300	A	$ 35.33	16,189,300	I	See footnotes ⁽²⁾ ⁽³⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Equity Swap (obligation to buy)

$ 40

02/22/2019

X/K⁽¹⁾

1 ⁽¹⁾

⁽¹⁾

01/19/2021

Common Stock

3,500

⁽¹⁾

0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽³⁾

Equity Swap (obligation to buy)

$ 25

02/22/2019

X/K⁽¹⁾

1 ⁽¹⁾

⁽¹⁾

01/21/2020

Common Stock

1,070,300

⁽¹⁾

0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽³⁾

Equity Swap (obligation to buy)

$ 30

02/22/2019

X/K⁽¹⁾

1 ⁽¹⁾

⁽¹⁾

01/21/2020

Common Stock

1,122,700

⁽¹⁾

0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽³⁾

Equity Swap (obligation to buy)

$ 26.4

02/22/2019

X/K⁽¹⁾

1 ⁽¹⁾

⁽¹⁾

12/18/2019

Common Stock

1,588,800

⁽¹⁾

0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽³⁾

Equity Swap (obligation to buy)

$ 26.41

02/22/2019

X/K⁽¹⁾

1 ⁽¹⁾

⁽¹⁾

02/25/2019

Common Stock

400,000

⁽¹⁾

0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽³⁾

Equity Swap (obligation to buy)

⁽⁴⁾

Common Stock

8,810,700

8,810,700 ⁽⁴⁾

See footnotes ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SRS Investment Management, LLC 1 BRYANT PARK 39TH FLOOR NEW YORK, NY 10036		X

Signatures

SRS INVESTMENT MANAGEMENT, LLC; by: /s/ David B. Zales, General Counsel		02/26/2019
^**Signature of Reporting Person		Date
by: /s/ Karthik R. Sarma		02/26/2019
^**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)	Equity swaps settled on February 22, 2019 pursuant to their terms based on the closing price of the Common Stock on such date. The swaps were exercisable at any time.
(2)	SRS Investment Management, LLC, a Delaware limited liability company, ("SRS") serves as investment manager to certain investment funds (the "Funds") and has investment discretion with respect to the securities reported herein which are held by the Funds. SRS Investment Management, LP ("SRS IM"), a Delaware limited partnership, is the managing member of the Investment Manager. SRS Investment Management GP, LLC, a Delaware limited liability company ("SRS IM GP"), is the general partner of SRS IM. Karthik R. Sarma, an Indian citizen ("Mr. Sarma," and together with SRS, the "Reporting Persons") is the managing member and principal of SRS IM GP. In such capacities, Mr. Sarma and the Investment Manager may be deemed to have voting and dispositive power with respect to the shares of Common Stock held for the Funds.
(3)	The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
(4)	The Reporting Persons' aggregate swap position references a total of 8,810,700 shares of Common Stock. The reference prices of the equity swaps range from $23.52 to $40.00. The swaps shall continue until terminated as elected by the parties, and have an initial reference maturity date of March 6, 2023.

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