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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [ AWAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 07/05/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 07/05/2011 | C | 243,357 | A | (1) | 283,720 | I | TCV VII, L.P.(2)(3) | ||
Common Stock | 07/05/2011 | C | 5,007,535 | A | (4) | 5,291,255 | I | TCV VII, L.P.(2)(3) | ||
Common Stock | 07/05/2011 | P | 116,865 | A | $27 | 5,408,120 | I | TCV VII, L.P.(2)(3) | ||
Series A Redeemable Preferred Stock | 07/05/2011 | J(5) | 48,268 | D | (5) | 0 | I | TCV VII, L.P.(2)(3) | ||
Series B Redeemable Preferred Stock | 07/05/2011 | J(6) | 3,083 | D | (6) | 0 | I | TCV VII, L.P.(2)(3) | ||
Common Stock | 07/05/2011 | C | 126,375 | A | (1) | 147,275 | I | TCV VII (A), L.P.(2)(7) | ||
Common Stock | 07/05/2011 | C | 2,600,532 | A | (4) | 2,747,807 | I | TCV VII (A), L.P.(2)(7) | ||
Common Stock | 07/05/2011 | P | 60,691 | A | $27 | 2,808,498 | I | TCV VII (A), L.P.(2)(7) | ||
Series A Redeemable Preferred Stock | 07/05/2011 | J(5) | 25,066 | D | (5) | 0 | I | TCV VII (A), L.P.(2)(7) | ||
Series B Redeemable Preferred Stock | 07/05/2011 | J(6) | 1,600 | D | (6) | 0 | I | TCV VII (A), L.P.(2)(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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Convertible Preferred Stock | (1) | 07/05/2011 | C | 243,357 | (1) | (1) | Common Stock | 243,357 | $0 | 0 | I | TCV VII, L.P.(2)(3) | |||
Series D Convertible Preferred Stock | (4) | 07/05/2011 | C | 5,007,535 | (4) | (4) | Common Stock | 5,007,535 | $0 | 0 | I | TCV VII, L.P.(2)(3) | |||
Series C Convertible Preferred Stock | (1) | 07/05/2011 | C | 126,375 | (1) | (1) | Common Stock | 126,375 | $0 | 0 | I | TCV VII (A), L.P.(2)(7) | |||
Series D Convertible Preferred Stock | (4) | 07/05/2011 | C | 2,600,532 | (4) | (4) | Common Stock | 2,600,532 | $0 | 0 | I | TCV VII (A), L.P.(2)(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. The Series C Convertible Preferred Stock, which was previously convertible at any time and had no expiration date, converted into HomeAway, Inc. common stock on a one-for-one basis. |
2. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VI, L.P., TCV Member Fund, L.P., Technology Crossover Management VI, L.L.C, and Jay C. Hoag, Richard H. Kimball, John L. Drew, William J.G. Griffith IV, Jon Q. Reynolds, Jr., and Robert W. Trudeau (collectively, the "TCM VI Members" and, together with Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan, the "TCM VII Class A Directors") on July 5, 2011. |
3. These securities are directly held by TCV VII, L.P. The TCM VII Class A Directors are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII") . Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The TCM VII Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but each of the TCM VII Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 4. |
4. The Series D Convertible Preferred Stock, which was previously convertible at any time and had no expiration date, converted into HomeAway, Inc. common stock on a one-for-one basis. |
5. The reported securities were mandatorily redeemable by HomeAway, Inc. upon the closing of its initial public offering and were accordingly redeemed by HomeAway, Inc. at a price equal to $1.40 per share plus an additional amount equal to the accumulated dividends on such shares for aggregate proceeds of $102,307.00 to TCV VII, L.P. and $53,128.93 to TCV VII (A), L.P. |
6. The reported securities were mandatorily redeemable by HomeAway, Inc. upon the closing of its initial public offering and were accordingly redeemed by HomeAway, Inc. at a price equal to $2.00 per share plus an additional amount equal to the accumulated dividends on such shares for aggregate proceeds of $8,687.81 to TCV VII, L.P. and $4,508.76 to TCV VII (A), L.P. |
7. These securities are directly held by TCV VII (A), L.P. The TCM VII Class A Directors are Class A Directors of Management VII and limited partners of TCM VII . Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The TCM VII Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but each of the TCM VII Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 4. |
Remarks: |
Frederic D. Fenton Authorized signatory for Christopher P. Marshall | 07/05/2011 | |
Frederic D. Fenton Authorized signatory for TCV VII, L.P. | 07/05/2011 | |
Frederic D. Fenton Authorized signatory for TCV VII (A), L.P. | 07/05/2011 | |
Frederic D. Fenton Authorized signatory for Technology Crossover Management VII, Ltd. | 07/05/2011 | |
Frederic D. Fenton Authorized signatory for Technology Crossover Management VII, L.P. | 07/05/2011 | |
Frederic D. Fenton Authorized signatory for Timothy P. McAdam | 07/05/2011 | |
Frederic D. Fenton Authorized signatory for John C. Rosenberg | 07/05/2011 | |
Frederic D. Fenton Authorized signatory for David L. Yuan | 07/05/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |