FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [ AWAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/25/2013 | S | 637,836 | D | $27.75 | 2,314,213 | I | TCV VI, L.P.(1)(2) | ||
Common Stock | 02/25/2013 | S | 14,369 | D | $27.75 | 52,133 | I | TCV Member Fund, L.P.(1)(3) | ||
Common Stock | 1,186 | I | Hoag Family Trust U/A Dtd 8/2/94(1)(4) | |||||||
Common Stock | 116 | I | Hamilton Investments Limited Partnership(1)(5) | |||||||
Common Stock | 794 | I | Hamilton Investments II, Limited Partnership(1)(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VII, L.P., TCV VII(A), L.P., Technology Crossover Management VII, Ltd., Technology Crossover Management VII, L.P., Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan on February 27, 2013. |
2. These securities are directly held by TCV VI, L.P. ("TCV VI"). Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds and Robert W. Trudeau (collectively, the "TCM VI Members") are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI") which is the sole general partner of TCV VI. Christopher P. Marshall, John C. Rosenberg, and David L. Yuan (the "Assignees") are Assignees of TCM VI. The TCM VI Members, TCM VI, and the Assignees may be deemed to beneficially own the securities held by TCV VI, but the TCM VI Members, TCM VI, and the Assignees disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
3. These securities are directly held by TCV Member Fund, L.P. ("Member Fund"). The TCM VI Members, together with Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan (collectively, the "Management VII Class A Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII"), which is a general partner of Member Fund, and limited partners of Member Fund. The TCM VI Members are Class A Members of TCM VI, which is also a general partner of Member Fund. The Management VII Class A Directors, Management VII, the TCM VI Members and TCM VI may be deemed to beneficially own certain of the securities held by Member Fund, but the Management VII Class A Directors, Management VII, the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
4. Mr. Hoag is a trustee of The Hoag Family Trust U/A dated 8/2/94 and may be deemed to beneficially own certain securities held by The Hoag Family Trust U/A dated 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
5. Mr. Hoag is the sole general partner and a limited partner of Hamilton Investments Limited Partnership and may be deemed to beneficially own certain securities held by Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
6. Mr. Hoag is the general partner of Hamilton Investments II, Limited Partnership and may be deemed to beneficially own certain securities held by Hamilton Investments II, Limited Partnership. Mr. Hoag disclsims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
Remarks: |
Frederic D. Fenton Authorized signatory for TCV VI, L.P. | 02/27/2013 | |
Frederic D. Fenton Authorized signatory for TCV Member Fund, L.P. | 02/27/2013 | |
Frederic D. Fenton Authorized signatory for Technology Crossover Management VI, L.L.C. | 02/27/2013 | |
Frederic D. Fenton Authorized signatory for Jay C. Hoag | 02/27/2013 | |
Frederic D. Fenton Authorized signatory for Richard H. Kimball | 02/27/2013 | |
Frederic D. Fenton Authorized signatory for John L. Drew | 02/27/2013 | |
Frederic D. Fenton Authorized signatory for Jon Q. Reynolds, Jr. | 02/27/2013 | |
Frederic D. Fenton Authorized signatory for Robert W. Trudeau | 02/27/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |