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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Siegel Philip S (Last) (First) (Middle) 300 WEST 6TH ST., SUITE 2300 (Street) AUSTIN TX 78701 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/06/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	11/06/2012		S		105,945	D	$22.2289(1)	741,611	I	By Austin Ventures X, L.P.(2)
Common Stock								200,000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Siegel Philip S (Last) (First) (Middle) 300 WEST 6TH ST., SUITE 2300 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AUSTIN VENTURES X LP (Last) (First) (Middle) 300 WEST 6TH ST., SUITE 2300 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AV Partners X, L.P. (Last) (First) (Middle) 300 WEST 6TH ST., SUITE 2300 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AV Partners X, L.L.C. (Last) (First) (Middle) 300 WEST 6TH ST., SUITE 2300 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARAGONA JOSEPH C (Last) (First) (Middle) 300 WEST 6TH ST., SUITE 2300 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DEANGELIS KENNETH P (Last) (First) (Middle) 300 WEST 6TH ST., SUITE 2300 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THORNTON JOHN D (Last) (First) (Middle) 300 WEST 6TH ST., SUITE 2300 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PACITTI CHRISTOPHER A (Last) (First) (Middle) 300 WEST 6TH ST., SUITE 2300 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $22.10 to $22.51 per share. The Reporting Persons undertake to provide, upon request by the SEC staff, the Issuer, or a securityholder of the Issuer, full information regarding the number of shares sold at each separate price.

2. Shares held directly by Austin Ventures X, L.P. ("AV X"). AV Partners X, L.P. ("AVP X LP"), the general partner of AV X and AV Partners X, L.L.C. ("AVP X LLC"), the general partner of AVP X LP, may be deemed to have sole voting and dispositive power over the shares held by AV X. Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton, Christopher A. Pacitti and Philip S. Siegel are members of AVP X LLC and may be deemed to share voting and dispositive power over the shares held by AV X. Such persons and entities disclaim beneficial ownership of the shares held by AV X except to the extent of their pecuniary interest therein.

Remarks:

Philip S. Siegel is a director of the issuer. Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton, Christopher A. Pacitti and Philip S. Siegel are members of AV Partners X, L.L.C. which serves as the general partner of AV Partners X, L.P., the general partner of Austin Ventures X, L.P. Each Reporting Owner disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Owner's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Owner, and this report shall not be deemed an admission that such Reporting Owner is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

	Kevin A. Kunz, Attorney-in-fact for Philip S. Siegel	11/08/2012
	Kevin A. Kunz, Attorney-in-fact for Austin Ventures X, L.P.	11/08/2012
	Kevin A. Kunz, Attorney-in-fact for AV Partners X, L.P.	11/08/2012
	Kevin A. Kunz, Attorney-in-fact for AV Partners X, L.L.C.	11/08/2012
	Kevin A. Kunz, Attorney-in-fact for Joseph C. Aragona	11/08/2012
	Kevin A. Kunz, Attorney-in-fact for Kenneth P. DeAngelis	11/08/2012
	Kevin A. Kunz, Attorney-in-fact for John D. Thornton	11/08/2012
	Kevin A. Kunz, Attorney-in-fact for Christopher A. Pacitti	11/08/2012
	** 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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