SEC FORM 4

SEC Form 4

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^*

SHARPLES BRIAN

(Last)

(First)

(Middle)

1011 W. FIFTH STREET, SUITE 300

(Street)

AUSTIN

78703

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [ AWAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, President and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2015		D⁽¹⁾		11,403	D	⁽²⁾	0	I	By the Hawken Drake Sharples 2009 Trust⁽³⁾
Common Stock	12/15/2015		D⁽¹⁾		11,402	D	⁽²⁾	0	I	By the Emma Jette Sharples 2002 Trust⁽⁴⁾
Common Stock	12/15/2015		D⁽¹⁾		11,402	D	⁽²⁾	0	I	By the Chloe Marie Sharples 1998 Trust⁽⁵⁾
Common Stock	12/15/2015		D⁽¹⁾		255,261	D	⁽⁶⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$33.44	12/15/2015		D⁽¹⁾			150,000	⁽⁷⁾	05/01/2024	Common Stock	150,000	⁽⁸⁾	0	D
Stock Option	$8.1	12/15/2015		D⁽¹⁾			11,682	⁽⁹⁾	01/29/2018	Common Stock	11,682	⁽⁸⁾	0	D
Stock Option	$30.43	12/15/2015		D⁽¹⁾			162,025	⁽⁷⁾	03/05/2023	Common Stock	162,025	⁽⁸⁾	0	D
Stock Option	$19.97	12/15/2015		D⁽¹⁾			712,000	⁽¹⁰⁾	02/10/2021	Common Stock	712,000	⁽⁸⁾	0	D
Stock Option	$2.06	12/15/2015		D⁽¹⁾			194,000	⁽¹¹⁾	01/30/2017	Common Stock	194,000	⁽⁸⁾	0	D
Stock Option	$25.54	12/15/2015		D⁽¹⁾			115,240	⁽⁷⁾	03/27/2022	Common Stock	115,240	⁽⁸⁾	0	D
Stock Option	$27.48	12/15/2015		D⁽¹⁾			194,119	⁽⁷⁾	05/01/2025	Common Stock	194,119	⁽⁸⁾	0	D

Explanation of Responses:

1. 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").

2. Pursuant to the Merger Agreement, each share of the stock was 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.

3. The reporting person is the trustee of The Hawken Drake Sharples 2009 Trust, and has voting and dispositive power over the shares held by said trust.

4. The reporting person is the trustee of The Emma Jette Sharples 2002 Trust, and has voting and dispositive power over the shares held by said trust.

5. The reporting person is the trustee of The Chloe Marie Sharples 1998 Trust, and has voting and dispositive power over the shares held by said trust.

6. Pursuant to the Merger Agreement, (i) 38,594 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) 110,648 restricted stock awards vested immediately prior to the First Effective Time (as defined in the Merger Agreement) and 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 share of common stock subject to each such restricted stock award, less applicable tax withholdings, and (iii) 106,019 restricted stock units vested immediately prior to the First Effective Time and were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of Parent Common Stock in respect of each share of common stock subject to each such vested restricted stock unit, less applicable tax withholdings.

7. Fully vested as of December 15, 2015.

8. Each share of 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.

9. Fully vested on December 10, 2010.

10. Fully vested on February 10, 2015.

11. Full vested on January 31, 2011.

Remarks:

	/s/ Melissa Fruge, as Attorney-in-Fact for Brian Sharples	12/15/2015
	** 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).
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