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 TX 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)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2012
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 12/20/2012 G V 195,000 D $0 837,513 I By Moose Pond Investments, LP (1)
Common Stock 12/20/2012 G V 65,000 A $0 65,000 I Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Chloe Marie Sharples (11)
Common Stock 12/20/2012 G V 65,000 A $0 65,000 I Sharples 2012 Irrevocable Trust UAD 12/10/12 FBO Emma Jette Sharples (12)
Common Stock 12/20/2012 G V 65,000 A $0 65,000 I Sharples 2012 Irrevocable Trust DTD 12/10/12 FBO Hawken Drake Sharples (13)
Common Stock 01/02/2013 M 8,000 A $2.06 89,346 D
Common Stock 01/02/2013 S (8) 8,000 D $21.8164 (9) 81,346 D
Common Stock 01/02/2013 M 3,000 A $8.1 84,346 D
Common Stock 01/02/2013 S (8) 3,000 D $21.8164 (9) 81,346 D
Common Stock 01/02/2013 S (8) 15,000 D $21.8163 (10) 822,513 I By Moose Pond Investments, LP (1)
Common Stock 200,000 I By Sharples Venture Partners, LP (2)
Common Stock 11,402 I By The Chloe Marie Sharples 1998 Trust (3)
Common Stock 11,402 I By The Emma Jette Sharples 2002 Trust (4)
Common Stock 11,403 I By The Hawken Drake Sharples 2009 Trust (5)
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 $8.1 01/02/2013 M 3,000 (6) 01/29/2018 Common Stock 3,000 $0 132,262 D
Stock Option $2.06 01/02/2013 M 8,000 (7) 01/29/2017 Common Stock 8,000 $0 210,000 D
Explanation of Responses:
1. The reporting person is the limited partner of Moose Pond Investments, LP and the sole manager of Moose Pond Mgt., LLC, the general partner of Moose Pond Investments LP, and has voting and dispositive power over the shares held by Moose Pond Investments, LP.
2. The reporting person is a general partner of Sharples Venture Partners, LP and has sole voting and dispositive power over the shares held by Sharples Venture Partners, LP.
3. The reporting person is the trustee of The Chloe Marie Sharples 2002 Trust and has voting and dispositive power over the shares held by the 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 the trust.
5. The reporting person is the trustee of the Hawken Drake Sharples 2009 Trust and has voting and dispositive power over the shares held by the trust.
6. The Option is fully vested as of December 29, 2010
7. The Option is fully vested as of January 31, 2011
8. 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 amended.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.64 to $22.14.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.64 to $22.15.
11. The reporting person is the trustee of The Chloe Marie Sharples 2012 Trust and has voting and dispositive power over the shares held by the trust.
12. The reporting person is the trustee of The Emma Jette Sharples 2012 Trust and has voting and dispositive power over the shares held by the trust.
13. The reporting person is the trustee of the Hawken Drake Sharples 2012Trust and has voting and dispositive power over the shares held by the trust.
/s/ Melissa Fruge as Attorney-in-Fact for Brian Sharples 01/04/2013
** 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).
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