Correspondence

0001193125-11-173172.txt : 20110902 0001193125-11-173172.hdr.sgml : 20110902 20110624153935 ACCESSION NUMBER: 0001193125-11-173172 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMEAWAY INC CENTRAL INDEX KEY: 0001366684 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 200970381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1011 W. 5TH STREET STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: 512-505-1525 MAIL ADDRESS: STREET 1: 1011 W. 5TH STREET STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78703 CORRESP 1 filename1.htm Correspondence

June 24, 2011

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Barbara C. Jacobs, Assistant Director

Craig Wilson, Senior Assistant Chief Accountant

Evan Jacobson, Staff Attorney

Ryan Rohn, Staff Accountant

Re:

HomeAway, Inc.

Registration Statement on Form S-l (File No. 333-172783)

Form 8-A (File No. 001-35215)

Acceleration Request

Requested Date: June 28, 2011

Requested Time: 4:00 P.M. Eastern Daylight Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, and Rule 12d1-2 of the Securities Exchange Act of 1934, as amended, HomeAway, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-172783) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) (the “Registration Statement Acceleration Request”). In connection with the Registration Statement Acceleration Request, the Company hereby requests that the above referenced Form 8-A (File No. 001-35215) also be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff. The Company hereby authorizes Paul R. Tobias of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

In connection with the acceleration request, the Company hereby acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of the effectiveness of the Registration Statement by telephone to Paul R. Tobias, of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at (512) 338-5401. Please also provide a copy of the Commission’s order declaring the

Registration Statement effective to Paul R. Tobias via facsimile at (512) 338-5499 and via mail to Wilson Sonsini Goodrich & Rosati, Professional Corporation, 900 S. Capital of Texas Highway, Las Cimas IV, 5^th Floor, Austin, TX 78746-5546.


Sincerely,

HOMEAWAY, INC.

By:		/s/ Brian H. Sharples
		Brian H. Sharples
		President and Chief Executive Officer

cc:	Lynn Atchison, HomeAway, Inc.

Melissa Frugé, HomeAway, Inc.

Paul R. Tobias, Wilson Sonsini Goodrich & Rosati, Professional Corporation

Paul E. Hurdlow, DLA Piper LLP (US)

John J. Gilluly III, DLA Piper LLP (US)