0001209191-15-085159.txt : 20151215
0001209191-15-085159.hdr.sgml : 20151215
20151215100015
ACCESSION NUMBER: 0001209191-15-085159
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151215
FILED AS OF DATE: 20151215
DATE AS OF CHANGE: 20151215
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Atchison Rebecca Lynn
CENTRAL INDEX KEY: 0001514073
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35215
FILM NUMBER: 151287510
MAIL ADDRESS:
STREET 1: 1011 W. FIFTH STREET
STREET 2: SUITE 300
CITY: AUSTIN
STATE: TX
ZIP: 78703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-12-15
1
0001366684
HOMEAWAY INC
AWAY
0001514073
Atchison Rebecca Lynn
1011 W. FIFTH STREET, SUITE 300
AUSTIN
TX
78703
0
1
0
0
Chief Financial Officer
Common Stock
2015-12-15
4
D
0
136973
D
0
D
Stock Option
8.10
2015-12-15
4
D
0
17683
D
2018-01-29
Common Stock
17683
0
D
Stock Option
33.44
2015-12-15
4
D
0
37000
D
2024-05-01
Common Stock
37000
0
D
Stock Option
13.49
2015-12-15
4
D
0
86700
D
2019-11-13
Common Stock
86700
0
D
Stock Option
19.97
2015-12-15
4
D
0
100000
D
2021-02-10
Common Stock
100000
0
D
Stock Option
25.54
2015-12-15
4
D
0
56844
D
2022-03-27
Common Stock
56844
0
D
Stock Option
30.43
2015-12-15
4
D
0
55696
D
2023-03-05
Common Stock
55696
0
D
Stock Option
27.48
2015-12-15
4
D
0
50640
D
2025-05-01
Common Stock
50640
0
D
Disposed of pursuant to the Agreement and Plan of Reorganization by and among Expedia, Inc., HMS 1 Inc. and HomeAway, Inc. dated as of November 4, 2015 (the "Merger Agreement").
Pursuant to the Merger Agreement, (i) 77,988 shares of the common stock were exchanged for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement) per share of common stock, (ii) 28,865 restricted stock awards were assumed and converted into restricted stock awards with respect to a number of shares of Parent Common Stock (as defined in the Merger Agreement) pursuant to a formula described in the Merger Agreement and (iii) 30,120 restricted stock units were assumed and converted automatically into restricted stock units of Parent Common Stock (as defined in the Merger Agreement) pursuant to a formula described in the Merger Agreement.
Fully vested on December 10, 2010.
Pursuant to the Merger Agreement, 17,683 vested options were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each Net Share covered by such vested options, less applicable tax withholdings.
6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three months following the Vesting Commencement Date and an additional one forty-eighth (1/48th) of the total number of shares of Common Stock subject to the option shall vest on the corresponding day of each month thereafter, or to the extent a month does not have the corresponding day, on the last day of any such month, and will be fully vested as of May 1, 2018.
Pursuant to the Merger Agreement, (i) 14,645 vested options were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each Net Share covered by such vested options, less applicable tax withholdings, and (ii) 22,355 unvested options were assumed and converted into options to purchase the number of shares of Parent Common Stock pursuant to a formula described in the Merger Agreement.
Fully vested on December 31, 2011.
Pursuant to the Merger Agreement, 86,700 vested options were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each Net Share covered by such vested options, less applicable tax withholdings.
Fully vested on February 10, 2015.
Pursuant to the Merger Agreement, 100,000 vested options were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each Net Share covered by such vested options, less applicable tax withholdings.
Vested as to 1/16th of the shares subject to the option three month following the dated of grant and as to 1/48th of the shares subject to the option each month thereafter.
Pursuant to the Merger Agreement, (i) 52,106 vested options were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each Net Share covered by such vested options, less applicable tax withholdings, and (ii) 4,738 unvested options were assumed and converted into options to purchase the number of shares of Parent Common Stock pursuant to a formula described in the Merger Agreement.
6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three months following the Vesting Commencement Date and an additional one forty-eighth (1/48th) of the total number of shares of Common Stock subject to the Option shall vest on the corresponding day of each month thereafter, or to the extent such a month does not have the corresponding day, on the last day of any such month, and will be fully vested as of June 1, 2017.
Pursuant to the Merger Agreement, (i) 37,130 vested options were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each Net Share covered by such vested options, less applicable tax withholdings, and (ii) 18,566 unvested options were assumed and converted into options to purchase the number of shares of Parent Common Stock pursuant to a formula described in the Merger Agreement.
6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three months following the Vesting Commencement Date and an additional one forty-eighth (1/48th) of the total number of shares of Common Stock subject to the Option shall vest on the corresponding day of each month thereafter, or to the extent such a month does not have the corresponding day, on the last day of any such month, and will be fully vested as of May 1, 2019.
Pursuant to the Merger Agreement, (i) 8,440 vested options were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each Net Share covered by such vested options, less applicable tax withholdings, and (ii) 42,200 unvested options were assumed and converted into options to purchase the number of shares of Parent Common Stock pursuant to a formula described in the Merger Agreement.
/s/ Melissa Fruge, Attorney-in-Fact for Rebecca Lynn Atchison
2015-12-15