0001209191-15-085164.txt : 20151215
0001209191-15-085164.hdr.sgml : 20151215
20151215100226
ACCESSION NUMBER: 0001209191-15-085164
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: Fruge Melissa
CENTRAL INDEX KEY: 0001457232
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35215
FILM NUMBER: 151287520
MAIL ADDRESS:
STREET 1: C/O BORLAND SOFTWARE CORPORATION
STREET 2: 8310 NORTH CAPITAL OF TEXAS HIGHWAY
CITY: AUSTIN
STATE: TX
ZIP: 78731
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-12-15
1
0001366684
HOMEAWAY INC
AWAY
0001457232
Fruge Melissa
1011 W. FIFTH STREET, SUITE 300
AUSTIN
TX
78703
0
1
0
0
SVP, Gen Counsel & Secretary
Common Stock
2015-12-15
4
D
0
21277
D
0
D
Stock Option
25.54
2015-12-15
4
D
0
8250
D
2022-03-27
Common Stock
8250
0
D
Stock Option
19.97
2015-12-15
4
D
0
28500
D
2021-02-10
Common Stock
28500
0
D
Stock Option
31.60
2015-12-15
4
D
0
7536
D
2023-04-01
Common Stock
7536
0
D
Stock Option
38.39
2015-12-15
4
D
0
12949
D
2024-04-01
Common Stock
12949
0
D
Stock Option
29.84
2015-12-15
4
D
0
14667
D
2025-04-01
Common Stock
14667
0
D
Stock Option
32.38
2015-12-15
4
D
0
3505
D
2025-11-02
Common Stock
3505
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) 1,381 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 and (ii) 19,896 unvested 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.
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 April 1, 2016.
Pursuant to the Merger Agreement, (i) 7,562 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) 688 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 February 10, 2015.
Each share of the common stock subject to the options were cancelled pursuant to the Merger Agreement 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 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 such a month does not have the corresponding day, on the last day of any such month, and will be fully vested as of April 1, 2017.
Pursuant to the Merger Agreement, (i) 4,521 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) 3,015 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 April 1, 2018.
Pursuant to the Merger Agreement, (i) 5,395 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) 7,554 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 April 1, 2019.
Pursuant to the Merger Agreement, (i) 2,443 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) 12,224 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 October 1, 2019.
Pursuant to the Merger Agreement, 3,505 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
2015-12-15