Amended Statement of Ownership (sc 13g/a)
January 03 2017 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Avis Budget Group, Inc.
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(Name of Issuer)
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Common stock, par value $0.01
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(Title of Class of Securities)
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December 31, 2016
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
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[X] Rule 13d-1(c)
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[_] Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 053774105
|
SCHEDULE 13G
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Page 2 of 11
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1
|
NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato Capital Management LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
|
7
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SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
IA
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|
CUSIP No.
053774105
|
SCHEDULE 13G
|
Page 3 of 11
|
1
|
NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard T. McGuire III
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No.
053774105
|
SCHEDULE 13G
|
Page 4 of 11
|
1
|
NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No.
053774105
|
SCHEDULE 13G
|
Page 5 of 11
|
1
|
NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No.
053774105
|
SCHEDULE 13G
|
Page 6 of 11
|
1
|
NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato International Master Fund, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No.
053774105
|
SCHEDULE 13G
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Page 7 of 11
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Item 1.
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(a).
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Name of Issuer:
|
|
|
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Avis Budget Group, Inc.
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(b).
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Address of issuer's principal executive offices:
|
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6 Sylvan Way
Parsippany, NJ 07054
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Item 2.
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(a).
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Name of person filing:
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This Schedule 13G is being filed by Marcato Capital Management LP, a Delaware limited partnership (“Marcato”), Richard T. McGuire III, a United States citizen, Marcato, L.P., a Delaware limited partnership, Marcato II, L.P., a Delaware limited partnership, and Marcato International Master Fund, Ltd., a Cayman Islands exempted company. Mr. McGuire is the managing partner of Marcato, the investment manager of Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd. Marcato, Mr. McGuire, Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd. are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons”.
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(b).
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Address or principal business office or, if none, residence:
|
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For each reporting person:
c/o Marcato Capital Management LP
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
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(c).
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Citizenship:
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See Line 4 of the cover sheet for each Reporting Person.
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(d).
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Title of class of securities:
|
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Common Stock, $0.01 par value per share
|
|
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(e).
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CUSIP No.:
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|
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053774105
|
|
CUSIP No.
053774105
|
SCHEDULE 13G
|
Page 8 of 11
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Item 3.
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If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
|
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(a)
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[_]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
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(b)
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[_]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
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(c)
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[_]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
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(d)
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[_]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
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(e)
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[_]
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
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(g)
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[_]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
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(h)
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[_]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
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(i)
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[_]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[_]
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
|
Each of the Reporting Persons no longer beneficially owns shares of Common Stock of the Company.
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Item 5.
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Ownership of Five Percent or Less of a Class.
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
☒
.
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Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
CUSIP No.
053774105
|
SCHEDULE 13G
|
Page 9 of 11
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No.
053774105
|
SCHEDULE 13G
|
Page 10 of 11
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
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Marcato Capital Management LP
|
|
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By: Marcato Holdings LLC
|
|
|
|
|
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By:
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/s/ Richard T. McGuire III
|
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|
|
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Richard T. McGuire III, Authorized Person
|
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|
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/s/ Richard T. McGuire III
|
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Richard T. McGuire III
|
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|
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|
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Marcato, L.P.
|
|
|
|
|
|
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By:
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MCM General Partner LLC, its General Partner
|
|
|
|
|
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By:
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/s/ Richard T. McGuire III
|
|
|
|
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Richard T. McGuire III, Authorized Person
|
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|
|
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By:
|
MCM General Partner LLC, its General Partner
|
|
|
|
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By:
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/s/ Richard T. McGuire III
|
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|
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Richard T. McGuire III, Authorized Person
|
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|
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Marcato International Master Fund, Ltd.
|
|
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By:
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/s/ Richard T. McGuire III
|
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Richard T. McGuire III, Director
|
|
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP No.
053774105
|
SCHEDULE 13G
|
Page 11 of 11
|
Exhibit A
AGREEMENT
Each of the undersigned hereby consents and agrees to this joint filing of the Schedule 13G.
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Marcato Capital Management LP
|
|
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By: Marcato Holdings LLC
|
|
|
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By:
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/s/ Richard T. McGuire III
|
|
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Richard T. McGuire III, Authorized Person
|
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/s/ Richard T. McGuire III
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Richard T. McGuire III
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Marcato, L.P.
|
|
|
|
|
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By:
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MCM General Partner LLC, its General Partner
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|
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By:
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/s/ Richard T. McGuire III
|
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Richard T. McGuire III, Authorized Person
|
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By:
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MCM General Partner LLC, its General Partner
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By:
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/s/ Richard T. McGuire III
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Richard T. McGuire III, Authorized Person
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Marcato International Master Fund, Ltd.
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By:
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/s/ Richard T. McGuire III
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Richard T. McGuire III, Director
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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