0001209191-15-085169.txt : 20151215 0001209191-15-085169.hdr.sgml : 20151215 20151215100439 ACCESSION NUMBER: 0001209191-15-085169 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151215 FILED AS OF DATE: 20151215 DATE AS OF CHANGE: 20151215 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HOMEAWAY INC CENTRAL INDEX KEY: 0001366684 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 200970381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1011 W. 5TH STREET STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: 512-505-1525 MAIL ADDRESS: STREET 1: 1011 W. 5TH STREET STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHARPLES BRIAN CENTRAL INDEX KEY: 0001034604 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35215 FILM NUMBER: 151287535 MAIL ADDRESS: STREET 1: 1250 CAPITAL OF TX HWY, BLDG 2, PLAZA 1 CITY: AUSTIN STATE: TX ZIP: 78746 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-15 1 0001366684 HOMEAWAY INC AWAY 0001034604 SHARPLES BRIAN 1011 W. FIFTH STREET, SUITE 300 AUSTIN TX 78703 1 1 0 0 CEO, President and Chairman Common Stock 2015-12-15 4 D 0 11403 D 0 I By the Hawken Drake Sharples 2009 Trust Common Stock 2015-12-15 4 D 0 11402 D 0 I By the Emma Jette Sharples 2002 Trust Common Stock 2015-12-15 4 D 0 11402 D 0 I By the Chloe Marie Sharples 1998 Trust Common Stock 2015-12-15 4 D 0 255261 D 0 D Stock Option 33.44 2015-12-15 4 D 0 150000 D 2024-05-01 Common Stock 150000 0 D Stock Option 8.10 2015-12-15 4 D 0 11682 D 2018-01-29 Common Stock 11682 0 D Stock Option 30.43 2015-12-15 4 D 0 162025 D 2023-03-05 Common Stock 162025 0 D Stock Option 19.97 2015-12-15 4 D 0 712000 D 2021-02-10 Common Stock 712000 0 D Stock Option 2.06 2015-12-15 4 D 0 194000 D 2017-01-30 Common Stock 194000 0 D Stock Option 25.54 2015-12-15 4 D 0 115240 D 2022-03-27 Common Stock 115240 0 D Stock Option 27.48 2015-12-15 4 D 0 194119 D 2025-05-01 Common Stock 194119 0 D Disposed of pursuant to the Agreement and Plan of Reorganization by and among Expedia, Inc., HMS 1 Inc. and HomeAway, Inc. dated as of November 4, 2015 (the "Merger Agreement"). Pursuant to the Merger Agreement, each share of the stock was exchanged for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement) per share of common stock. The reporting person is the trustee of The Hawken Drake Sharples 2009 Trust, and has voting and dispositive power over the shares held by said trust. The reporting person is the trustee of The Emma Jette Sharples 2002 Trust, and has voting and dispositive power over the shares held by said trust. The reporting person is the trustee of The Chloe Marie Sharples 1998 Trust, and has voting and dispositive power over the shares held by said trust. Pursuant to the Merger Agreement, (i) 38,594 shares of the common stock were exchanged for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement) per share of common stock, (ii) 110,648 restricted stock awards vested immediately prior to the First Effective Time (as defined in the Merger Agreement) and were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each share of common stock subject to each such restricted stock award, less applicable tax withholdings, and (iii) 106,019 restricted stock units vested immediately prior to the First Effective Time and were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of Parent Common Stock in respect of each share of common stock subject to each such vested restricted stock unit, less applicable tax withholdings. Fully vested as of December 15, 2015. Each share of common stock subject to the options were cancelled pursuant to the Merger Agreement in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each Net Share covered by such options, less applicable tax withholdings. Fully vested on December 10, 2010. Fully vested on February 10, 2015. Full vested on January 31, 2011. /s/ Melissa Fruge, as Attorney-in-Fact for Brian Sharples 2015-12-15