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*
Marshall Christopher P

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(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)
08/11/2014
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 08/11/2014 J (1) 1,463,765 D $0 0 I TCV VI, L.P. (2)
Common Stock 08/11/2014 J (3) 1,840,872 D $0 0 I TCV VII, L.P. (4)
Common Stock 08/11/2014 J (5) 955,985 D $0 0 I TCV VII (A), L.P. (6)
Common Stock 08/11/2014 J (7) 27,885 D $0 0 I TCV Member Fund, L.P. (8)
Common Stock 08/11/2014 J (9) 376,919 A $0 376,919 I Technology Crossover Management VI, L.L.C. (10)
Common Stock 08/11/2014 J (11) 376,919 D $0 0 I Technology Crossover Management VI, L.L.C. (10)
Common Stock 08/11/2014 J (12) 8,989 A $0 14,954 I Marshall Carroll 2000 Trust (13)
Common Stock 08/11/2014 J (14) 373 A $0 373 I Marshall Partners (15)
Common Stock 08/11/2014 J (16) 373 D $0 0 I Marshall Partners (15)
Common Stock 08/11/2014 J (17) 187 A $0 15,141 I Marshall Carroll 2000 Trust (13)
Common Stock 08/12/2014 M 20,814 A $25.54 24,623 D (18)
Common Stock 08/12/2014 M 7,472 A $30.52 32,095 D (18)
Common Stock 08/12/2014 S 28,286 D $32.98 3,809 D (18)
Common Stock 08/12/2014 S 1,427 D $32.99 2,382 D (19)
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 $25.24 08/12/2014 M 20,814 (20) 03/26/2022 Common Stock 20,814 $0 (22) 5,948 D (18)
Stock Option $30.52 08/12/2014 M 7,472 (21) 08/01/2023 Common Stock 7,472 $0 (22) 0 D (18)
Explanation of Responses:
1. In kind pro-rata distribution from TCV VI, L.P. ("TCV VI") to its partners, without consideration.
2. These shares are directly held by TCV VI. Christopher Marshall is an Assignee of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI. Christopher Marshall may be deemed to beneficially own the shares held by TCV VI but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3. In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.
4. These shares are directly held by TCV VII. Christopher Marshall is a Class A Director of Technology Crossover Management VII, Ltd. ("Management VII") and a limited partner of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII. Christopher Marshall may be deemed to beneficially own the shares held by TCV VII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
5. In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII(A)") to its partners, without consideration.
6. These shares are directly held by TCV VII (A). Christopher Marshall is a Class A Director of Management VII and a limited partner of TCM VII. Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII (A). Christopher Marshall may be deemed to beneficially own the shares held by TCV VII (A) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
7. In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration.
8. These shares are directly held by Member Fund. Christopher Marshall is a limited partner of Member Fund, an Assignee of TCM VI, and a Class A Director of Management VII. Each of TCM VI and Management VII is a general partner of Member Fund. Christopher Marshall may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
9. Acquisition by TCM VI pursuant to an in kind pro-rata distribution by TCV VI to its partners, without consideration.
10. These securities are directly held by TCM VI. Christopher Marshall is an Assignee of TCM VI. Christopher Marshall may be deemed to beneficially own the shares held by TCM VI but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
11. In kind pro-rata distribution by TCM VI to its partners, without consideration.
12. Acquisition by the Marshall Carroll 2000 Trust pursuant to an in kind pro-rata distribution by TCM VI and Member Fund to their partners, without consideration.
13. Christopher P. Marshall is a trustee of the Marshall Carroll 2000 Trust and may be deemed to beneficially own certain securities held by the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
14. Acquisition by Marshall Partners pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
15. Christopher Marshall is a partner of Marshall Partners and may be deemed to beneficially own certain securities held by Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
16. In kind pro-rata distribution by Marshall Partners to its partners, without consideration.
17. Acquisition by the Marshall Carroll 2000 Trust pursuant to distribution by Marshall Partners, without consideration.
18. These options are held directly by Christopher Marshall. Mr. Marshall has sole voting and dispositive power over the options and the underlying shares; however, TCV VI Management, L.L.C. and TCV VII Management, L.L.C. own 100% of the pecuniary interest therein. Mr. Marshall is a member of TCV VII Management, L.L.C.; however, he disclaims beneficial ownership of such options and the underlying shares except to the extent of his pecuniary interest therein.
19. These restricted stock units are held directly by Christopher P. Marshall. Christopher P. Marshall has sole voting and dispositive power over the shares however, TCV VI Management and TCV VII Management, own 100% of the pecuniary interest therein. Mr. Marshall is a member of TCV VII Management, L.L.C.; however, he disclaims beneficial ownership of such options and the underlying shares except to the extent of his pecuniary interest therein.
20. The award was granted on March 27, 2012. 743.49 shares of common stock subject to the option vest on the first day of each month beginning on April 1, 2012 and will continue to vest until April 1, 2015, provided that Mr. Marshall continues to serve on the board.
21. The award was granted on August 1, 2013. 1/12th of the shares of common stock subject to the option vested each month following the vesting commencement date, such that the award fully vested on August 1, 2014.
22. Not Applicable
Remarks:
Frederic D. Fenton Authorized signatory for Christopher P. Marshall 08/13/2014
** Signature of Reporting Person Date
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