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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 08/01/2015
	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	08/01/2015		A		2,870(1)	A	$0	5,252	D(2)
Common Stock								15,141	I	Marshall Carroll 2000 Trust(3)

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 Options (Right to Buy)	$30.04	08/01/2015		A		7,447		(4)	08/01/2025	Common Stock	7,447	$0	7,447	D
Stock Options (Right to Buy)	$33.83							(5)	08/01/2024	Common Stock	6,150		6,150	D(6)
Stock Options (Right to Buy)	$25.54							(7)	06/06/2022	Common Stock	5,948		5,948	D(6)

Explanation of Responses:

1. Represents restricted stock units awarded to the reporting person. 100% of the shares subject to the restricted stock units vest on the one-year anniversary of the vesting commencement date, such that the award will be fully-vested on August 1, 2016, subject to the reporting person continuing to be a Service Provider on such date.

2. These shares are held directly by Christopher P. Marshall. Christopher P. Marshall has sole voting and dispositive power over shares; however, TCV VI Management, L.L.C. ("TCV VI Management") and TCV VII Management, L.L.C. ("TCV VII Management") own 100% of the pecuniary interest with respect to 2,382 of such shares. Five individuals (collectively the "TCV VI Management Members") are members of TCV VI Management, and the TCV VI Management Members, together with Christopher P. Marshall, are members of TCV VII Management; however, each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. 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. Christopher P. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. 1/12th of the shares of common stock subject to the option vests each month following the vesting commencement date, such that the award will be fully vested on August 1, 2016, subject to the reporting person continuing to be a Service Provider on such date.

5. Fully vested on August 1, 2015.

6. These options are held directly by Christopher P. Marshall. Christopher P. Marshall has sole voting and dispositive power over the options; however, TCV VI Management and TCV VII Management own 100% of the pecuniary interest therein. The TCV VI Management Members are members of TCV VI Management, and the TCV VI Management Members, together with Christopher P. Marshall, are members of TCV VII Management; however, each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. Fully vested on April 1, 2015.

Remarks:

	Frederic D. Fenton, Authorized signatory for Christopher P. Marshall	08/04/2015
	** 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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