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)
12/05/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/07/2012
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 12/05/2012 J (1) 57 A $0 1,807 (7) I By Partnership (2)
Common Stock 12/05/2012 S 11,982 D $20.67 (3) 51,372 (7) I By Redpoint Technology Partners A-1, L.P. (6)
Common Stock 12/05/2012 S 74,983 D $20.67 (3) 321,357 (7) I By Redpoint Technology Partners Q-1, L.P. (6)
Common Stock 12/06/2012 S 7,174 D $20.43 (4) 44,198 (7) I By Redpoint Technology Partners A-1, L.P. (6)
Common Stock 12/06/2012 S 44,893 D $20.43 (4) 276,464 (7) I By Redpoint Technology Partners Q-1, L.P. (6)
Common Stock 12/07/2012 S 3,858 D $20.08 (5) 40,340 (7) I By Redpoint Technology Partners A-1, L.P. (6)
Common Stock 12/07/2012 S 24,147 D $20.08 (5) 252,317 (7) I By Redpoint Technology Partners Q-1, L.P. (6)
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
Explanation of Responses:
1. Represents a change in the form of ownership from one form of indirect ownership to another by virtue of a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Omega, LLC ("RO LLC") without consideration to its members, including Koga Partners, L.P. ("Koga").
2. The shares are held by the 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.
3. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.27 to $21.00 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.
4. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.28 to $20.98 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.
5. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.00 to $20.35 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.
6. The Reporting Person is a Managing Director of Redpoint Ventures I, LLC ("RV I LLC") which serves as the general partner of Redpoint Technology Partners A-1, L.P. ("RTP A") and Redpoint Technology Partners Q-1, L.P. ("RTP Q"). As such, the Reporting Person shares voting and investment power over the shares held by RTP A and RTP Q. The Reporting Person disclaims beneficial ownership of the shares held by RTP A and RTP Q except to the extent of his proportionate pecuniary interest therein.
7. The original Form 4 inadvertently disclosed the incorrect amount of shares beneficially owned following the reported transactions. This amendment reflects the correct amount of shares following the reported transactions. No other amendments are being made to the original Form 4.
/s/ Jeffrey D. Brody 12/18/2012
** 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).
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