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*
BRODY JEFFREY D
(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 290
(Street)
MENLO PARK CA 94025
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2013
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)
Code V Amount (A) or (D) Price
Common Stock 02/21/2013 S(13) 12,928 D $27.9116(15) 168,672 I By Family Trust(1)
Common Stock 02/21/2013 S(13) 1,862 D $27.9116(15) 26,548 I By Partnership(14)
Common Stock 02/21/2013 S 210 D $27.53 1,597 I By Partnership(16)
Common Stock 49,743 I Redpoint Associates I, LLC(2)(3)
Common Stock 39,655 I By Redpoint Associates II, LLC(4)(5)
Common Stock 1,939,955 I By Redpoint Ventures I, L.P.(3)(6)
Common Stock 1,715,020 I By Redpoint Ventures II, L.P.(5)(7)
Common Stock 5,311 I By Redpoint Omega Associates, LLC(8)(9)
Common Stock 187,823 I By Redpoint Omega, L.P.(9)(10)
Common Stock 40,340 I By Redpoint Technology Partners A-I, L.P.(3)(11)
Common Stock 252,317 I By Redpoint Technology Partners Q-I, L.P.(3)(12)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $25.54 (17) 03/27/2022 Common Stock 26,762 26,762 D
Stock Option $22.07 (18) 06/06/2022 Common Stock 13,514 13,514 D
Explanation of Responses:
1. The shares are held by the Brody Family Trust U/D/T dated July 1, 1994 (the "Family Trust"). The Reporting Person is a trustee and beneficiary of the Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Family Trust except to the extent of his proportionate pecuniary interest therein.
2. The shares are held by Redpoint Associates I, LLC ("RA I").
3. The Reporting Person is a Managing Director of Redpoint Ventures I, LLC, which serves as the manager of RA I and serves as the general partner of RV I LP, RTP A and RTP Q. As such, the Reporting Person shares voting and investment power over the shares held by RA I, RV I LP, RTP A and RTP Q. The Reporting Person disclaims beneficial ownership of the shares held by RA I, RV I LP, RTP A and RTP Q except to the extent of his proportionate pecuniary interest therein.
4. The shares are held by Redpoint Associates II, LLC ("RA II").
5. The Reporting Person is a Managing Director of Redpoint Ventures II, LLC (RV II LLC"), which serves as the general partner of RV II LP. RV II LLC and RA II are under common control. As such, the Reporting Person shares voting and investment power over the shares held by RV II LP and RA II. The Reporting Person disclaims beneficial ownership of the shares held by RV II LP and RA II except to the extent of his proportionate pecuniary interest therein.
6. The shares are held by Redpoint Ventures I, L.P. ("RV I LP").
7. The shares are held by Redpoint Ventures II, L.P. ("RV II LP").
8. The shares are held by Redpoint Omega Associates, LLC ("RO Associates").
9. The Reporting Person is a Managing Director of Redpoint Omega, LLC ("RO LLC"), which serves as the general partner of RO LP. RO LLC and RO Associates are under common control. As such, the Reporting Person shares voting and investment power over the shares held by RO LP and RO Associates. The Reporting Person disclaims beneficial ownership of the shares held by RO LP and RO Associates except to the extent of his proportionate pecuniary interest therein.
10. The shares are held by Redpoint Omega, L.P. ("RO LP").
11. The shares are held by Redpoint Technology Partners A-I, L.P. ("RTP A").
12. The shares are held by Redpoint Technology Partners Q-I, L.P. ("RTP Q").
13. Transaction pursuant to a 10b5-1 Trading Plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as entered into by the reporting person on September 11, 2012.
14. The shares are held by the Children's Partnership. The Reporting Person is a general partner of the Children's Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Children's Partnership except to the extent of his proportionate pecuniary interest therein.
15. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $27.91 to 28.31 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
16. The shares are held by Koga Partners L.P.(Koga). The Reporting Person is a general partner of Koga. The Reporting Person disclaims beneficial ownership of the shares held by Koga except to the extent of his proportionate pecuniary interest therein.
17. 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, 2015
18. 8.33% vest monthly beginning one month from grant date and will be fully vested as of June 6 2013.
/s/ Melissa Fruge, Attorney-in-Fact for Jeffrey D. Brody 02/25/2013
** 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.