0001209191-15-085163.txt : 20151215
0001209191-15-085163.hdr.sgml : 20151215
20151215100203
ACCESSION NUMBER: 0001209191-15-085163
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: Dima Mariano
CENTRAL INDEX KEY: 0001618482
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35215
FILM NUMBER: 151287519
MAIL ADDRESS:
STREET 1: 40 ANTROBUS ROAD, CHISWICK
CITY: LONDON
STATE: X0
ZIP: W4 5HZ
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-12-15
1
0001366684
HOMEAWAY INC
AWAY
0001618482
Dima Mariano
1011 W. FIFTH STREET, SUITE 300
AUSTIN
TX
78703
0
1
0
0
Chief Marketing Officer
Common Stock
2015-12-15
4
D
0
86984
D
0
D
Stock Option
32.12
2015-12-15
4
D
0
78571
D
2024-09-24
Common Stock
78571
0
D
Stock Option
27.48
2015-12-15
4
D
0
70896
D
2025-05-01
Common Stock
70896
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) 6,897 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) 40,411 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) 39,676 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.
Twenty-Five percent (25%) of the shares of subject to the Option shall vest and become exercisable on September 4, 2015 and an additional one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest on the corresponding day of each month thereafter until all of the shares are vested and exercisable, subject to the Reporting Person continuing to be a Service Provider on such dates.
Pursuant to the Merger Agreement, (i) 24,552 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) 54,019 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) 11,816 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) 59,080 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 Mariano Dima
2015-12-15