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