UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 12)*
Under the Securities Exchange Act of 1934
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AVIS BUDGET GROUP, INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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053774105
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(CUSIP Number)
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David Zales
SRS Investment Management, LLC One Bryant Park 39th Floor New York, New York 10036 (212) 520-7900 |
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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August 19, 2020
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 053774105
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SCHEDULE 13D
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Page 2 of 7
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1
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NAME OF REPORTING PERSON
SRS INVESTMENT MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
17,620,080 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
17,620,080 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,620,080 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
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14
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TYPE OF REPORTING PERSON
IA, OO
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CUSIP No. 053774105
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SCHEDULE 13D
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Page 3 of 7
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1
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NAME OF REPORTING PERSON
KARTHIK R. SARMA
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
India
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
17,620,080 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
17,620,080 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,620,080 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 053774105
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SCHEDULE 13D
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Page 4 of 7
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This Amendment No. 12 to Schedule 13D (this “Amendment No. 12”) relates to the Schedule 13D filed with
the Securities and Exchange Commission (the “SEC”) on January 25, 2016 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 12, collectively, the “Schedule 13D”) by the Reporting
Persons, relating to the common stock, par value $0.01 per share (the “Common Stock”), of Avis Budget Group, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment
No. 12 have the meanings set forth in the Schedule 13D.
This Amendment No. 12 amends Items 3, 4, 5, 6 and 7 as set forth below:
Item 3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and restated in its entirety, as follows:
The Reporting Persons used approximately $330,632,306 (including brokerage commissions) of the working capital of the applicable Funds in the
aggregate to purchase the shares of Common Stock reported in this Schedule 13D. Such shares of Common Stock are or may be held from time to time by the applicable Funds in margin accounts established with their respective brokers or banks
and a portion of the purchase price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the
repayment of debit balances in the margin accounts.
Item 4. PURPOSE
OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On August 12, 2020, the SRS Parties and the Issuer entered into an Amendment (the “Amendment”) to the Third Amended Cooperation Agreement. The
Amendment, which becomes effective on August 21, 2020, provides that during the Standstill Period, the number of persons that SRS will be entitled to designate to serve as members of the Board of Directors of the Company (the “Board”) will
be reduced from three to two. The Amendment also removes the provisions requiring the Board to appoint additional directors to the Board. Under the terms of the Amendment, the size of each of the Corporate Governance Committee and the
Compensation Committee will be set at no fewer than two and no more than three members, rather than three members. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the
full text of the Amendment, which is included as Exhibit 99.8 hereto and is incorporated herein by reference.
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CUSIP No. 053774105
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SCHEDULE 13D
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Page 5 of 7
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Brian J. Choi resigned from the Board effective August 21, 2020. He became Chief Financial Officer of the Issuer effective August 24, 2020.
While on the Board, Mr. Choi was one of SRS’s director designees. He had been a partner at SRS, serving in various roles, from October 2008. He resigned from SRS effective August 21, 2020 and no longer has any affiliation with SRS.
Item 5. INTEREST
IN SECURITIES OF THE ISSUER
Paragraphs (a)-(c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety, as follows:
(a) The aggregate number of shares of Common Stock to which this Schedule 13D relates is shares of 17,620,080
Common Stock, constituting approximately 25.3% of the outstanding Common Stock. All percentages set forth herein are based on 69,668,363 shares of outstanding common stock, par value $0.01, of the Issuer outstanding as of July 27, 2020, as
reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Pursuant to certain cash-settled equity swaps, the Reporting Persons have economic exposure to an additional notional 11,354,508 shares of Common Stock, constituting approximately 16.3% of the outstanding shares of Common Stock, as more fully described in Item 6 of this Schedule 13D.
(b) Each of the Reporting Persons has the shared power to vote or to direct the vote or dispose or direct the disposition of 17,620,080 shares of Common Stock.
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons in the past sixty days is set forth below. All
such transactions were effected in the open market through a broker and all prices per share include commissions.
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Date
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Shares Purchased
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Price Per Share ($)
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8/17/2020
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67,816
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30.7959
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8/18/2020
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132,847
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31.4700
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8/19/2020
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42,500
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32.8449
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8/20/2020
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61,114
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32.7545
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8/21/2020
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95,723
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32.2964
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8/24/2020
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55,500
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33.7819
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8/25/2020
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56,402
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33.5760
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8/26/2020
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114,150
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33.2610
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8/27/2020
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114,838
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33.7077
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| 8/28/2020 |
49,900 |
34.8935
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| 8/31/2020 |
140,350 |
34.3195
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CUSIP No. 053774105
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SCHEDULE 13D
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Page 6 of 7
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On August 12, 2020, the Issuer and the SRS Parties entered into the Amendment, the terms of which are
described in Item 4 of the Schedule 13D.
Item 7. EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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Exhibit
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Description
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99.8
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Amendment to Third Amended and Restated Cooperation Agreement, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K
filed by the Issuer on August 13, 2020 (File No. 001-10308)
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CUSIP No. 053774105
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SCHEDULE 13D
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Page 7 of 7
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: August 31, 2020
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SRS INVESTMENT MANAGEMENT, LLC
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By:
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/s/ David B. Zales
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Name: David B. Zales
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Title: General Counsel
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/s/ Karthik R. Sarma
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KARTHIK R. SARMA
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