SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 11/01/2012 M4 24,000 A $19.97 81,346 (1) D
Common Stock 11/01/2012 S4 (2) 24,000 D $25.3321 (3) 57,346 (1) D
Common Stock 11/01/2012 M4 3,000 A $8.1 60,346 (1) D
Common Stock 11/01/2012 S4 (2) 3,000 D $25.3321 (3) 57,346 (1) D
Common Stock 11/01/2012 M4 2,243 A $2.06 59,589 (1) D
Common Stock 11/01/2012 S4 (2) 2,243 D $25.3321 (3) 57,346 (1) D
Common Stock 11/01/2012 M4 5,757 A $2.06 63,103 (1) D
Common Stock 11/01/2012 S4 (2) 5,757 D $26.0037 (4) 57,346 D
Common Stock 12/03/2012 S4 (2) 15,000 D $20.21 (5) 1,017,513 (6) I By Moose Pond Investements LP (7)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $2.06 11/01/2012 4M 8,000 (8) 01/29/2017 Common Stock 8,000 $0.00 226,000 (1) D
Explanation of Responses:
1. Updated holdings for transaction originally reported on November 5, 2012 to correct miscalculation of the amount of securities beneficially owned following such previously reported transaction.
2. Transaction pursuant to a trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.99.
4. The amount in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.03.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.10 to $20.51.
6. Updated holdings for transaction originally reported on December 5, 2012 to correct miscalculation of the amount of securities beneficially owned following such previously reported transaction.
7. 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.
8. These options were fully vested as of January 31, 2011.
Melissa Fruge as Attorney-In-Fact for Brian Sharples 02/14/2013
** 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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