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)
02/13/2013
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 02/13/2013 M 72,000 A $19.97 129,346 D
Common Stock 02/13/2013 S (7) 72,000 D $25.0023 (1) 57,346 D
Common Stock 792,513 I By Moose Pond Investments, LP (2)
Common Stock 65,000 I Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Chloe Marie Sharples (3)
Common Stock 65,000 I Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Emma Jette Sharples (4)
Common Stock 65,000 I Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Hawken Drake Sharples (5)
Common Stock 200,000 I By Sharples Venture Partners, LP (6)
Common Stock 11,402 I By the Chloe Marie Sharples 1998 Trust (8)
Common Stock 11,402 I By the Emma Jette Sharples 2002 Trust (9)
Common Stock 11,403 I By the Hawken Drake Sharples 2009 Trust
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 (10) 01/30/2018 Common Stock 129,262 129,262 D
Stock Option $2.06 (11) 01/29/2017 Common Stock 202,000 202,000 D
Stock Option $25.54 (13) 03/27/2022 Common Stock 115,240 115,240 D
Stock Option $19.97 02/14/2013 M 72,000 02/10/2012 (12) 02/10/2021 Common Stock 72,000 $0.00 736,000 D
Explanation of Responses:
1. The amount in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.04.
2. 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.
3. The reporting person is the trustee of the Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Chloe Marie Sharples and has voting and dispositive power over the shares held by the trust.
4. The reporting person is the trustee of the Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Emma Jette Sharples and has voting and dispositive power over the shares held by the trust.
5. The reporting person is the trustee of the Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Hawken Drake Sharples and has voting and dispositive power over the shares held by the trust.
6. 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.
7. Transaction pursuant to a 10b5-1 Plan adopted by the Reporting Person.
8. The reporting person is the trustee of The Chloe Marie Sharples 1998 Trust and has voting and dispositive power over the shares held by the trust.
9. 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.
10. This option fully vested as of December 29, 2010.
11. This option fully vested as of January 31, 2011.
12. 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 February 10, 2015.
13. 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 01, 2016.
Melissa Fruge as Attorney-In-Fact for Brian Sharples 02/15/2013
** 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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