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