SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Redpoint Ventures II, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [ AWAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	03/05/2012		J⁽¹⁾		23,872	D	$0	147,230	I	By Redpoint Associates I, LLC⁽¹⁾⁽¹⁰⁾
Common Stock	03/05/2012		J⁽²⁾		19,032	D	$0	117,375	I	By Redpoint Associates II, LLC⁽²⁾⁽¹¹⁾
Common Stock	03/05/2012		J⁽³⁾		931,025	D	$0	5,741,961	I	By Redpoint Ventures I, L.P.⁽³⁾⁽¹⁰⁾
Common Stock	03/05/2012		J⁽⁴⁾		823,073	D	$0	5,076,186	I	By Redpoint Ventures II, L.P.⁽⁴⁾⁽¹¹⁾
Common Stock	03/05/2012		J⁽⁵⁾		9,310	A	$0	9,310	I	By Redpoint Ventures I, LLC⁽¹⁰⁾
Common Stock	03/05/2012		J⁽⁶⁾		9,310	D	$0	0	I	By Redpoint Ventures I, LLC⁽¹⁰⁾
Common Stock	03/05/2012		J⁽⁷⁾		252,684	A	$0	252,684	I	By Redpoint Ventures II, LLC⁽¹¹⁾
Common Stock	03/05/2012		J⁽⁸⁾		252,684	D	$0	0	I	By Redpoint Ventures II, LLC⁽¹¹⁾
Common Stock	03/06/2012		S		1,604	D	$26.11⁽⁹⁾	107,344	I	By Redpoint Technology Partners A-I, L.P.⁽¹⁰⁾
Common Stock	03/06/2012		S		9,996	D	$26.11⁽⁹⁾	671,677	I	By Redpoint Technology Partners Q-I, L.P.⁽¹⁰⁾
Common Stock	03/07/2012		S		237	D	$26.04⁽¹²⁾	107,107	I	By Redpoint Technology Partners A-I, L.P.⁽¹⁰⁾
Common Stock	03/07/2012		S		1,463	D	$26.04⁽¹²⁾	670,214	I	By Redpoint Technology Partners Q-I, L.P.⁽¹⁰⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Redpoint Ventures II, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Redpoint Associates II, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Redpoint Ventures II, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

REDPOINT VENTURES I LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

REDPOINT ASSOCIATES I LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

REDPOINT TECHNOLOGY PARTNERS A 1 LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

REDPOINT TECHNOLOGY PARTNERS Q 1 LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Redpoint Ventures I, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Associates I, LLC ("RA I") without consideration to its members.

2. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Associates II, LLC ("RA II") without consideration to its members.

3. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Ventures I, L.P. ("RV I LP") without consideration to its limited partners and its general partner, Redpoint Ventures I, LLC ("RV I LLC").

4. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Ventures II, L.P. ("RV II LP") without consideration to its limited partners and its general partner, Redpoint Ventures II, LLC ("RV II LLC").

5. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by RV I LP described in footnote 3.

6. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by RV I LLC without consideration to its members.

7. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by RV II LP described in footnote 4.

8. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by RV II LLC without consideration to its members.

9. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $26.00 to $26.28 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

10. RV I LLC serves as the manager of RA I and serves as the general partner of RV I LP, Redpoint Technology Partners A-1, L.P. ("RTP A") and Redpoint Technology Partners Q-1, L.P. ("RTP Q"). As such, RV I LLC has sole voting and investment control over the shares owned by RA I, RV I LP, RTP A and RTP Q, and may be deemed to beneficially own the shares held by RA I, RV I LP, RTP A and RTP Q. RV I LLC disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.

11. RV II LLC serves as the general partner of RV II LP. RV II LLC and RA II are under common control. As such, RV II LLC has sole voting and investment control over the shares owned by RV II LP, and may be deemed to beneficially own the shares held by RA II and RV II LP. RV II LLC disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.

12. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $26.00 to $26.15 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Remarks:

This is filing 1 of 2.

	/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures II, LLC, which serves as the General Partner of Redpoint Ventures II, L.P.	03/07/2012
	/s/ Jeffrey D. Brody, a Manager of Redpoint Associates II, LLC	03/07/2012
	/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures II, LLC	03/07/2012
	/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures I, LLC, which serves as the General Partner of Redpoint Ventures I, L.P.	03/07/2012
	/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures I, LLC, which serves as the Manager of Redpoint Associates I, LLC	03/07/2012
	/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures I, LLC, which serves as the General Partner of Redpoint Technology Partners A-I, L.P.	03/07/2012
	/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures I, LLC, which serves as the General Partner of Redpoint Technology Partners Q-I, L.P.	03/07/2012
	/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures I, LLC	03/07/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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