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*
Redpoint Omega L P

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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) 5,312 D $0 5,311 I By Redpoint Omega Associates, LLC (1) (5)
Common Stock 12/05/2012 J (2) 187,823 D $0 187,823 I By Redpoint Omega, L.P. (2) (5)
Common Stock 12/05/2012 J (3) 1,878 A $0 1,878 I By Redpoint Omega, LLC (5)
Common Stock 12/05/2012 J (4) 1,878 D $0 0 I By Redpoint Omega, LLC (5)
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
1. Name and Address of Reporting Person*
Redpoint Omega L P

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Redpoint Omega Associates, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Redpoint Omega, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Omega Associates, LLC ("RO Associates") without consideration to its members.
2. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Omega, L.P. ("RO LP") without consideration to its limited partners and its general partner, Redpoint Omega, LLC ("RO LLC").
3. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by RO LP described in footnote 2.
4. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by RO LLC without consideration to its members.
5. RO LLC serves as the general partner RO LP. RO LLC and RO Associates are under common control. As such, RO LLC has sole voting and investment control over the shares owned by RO LP, and may be deemed to beneficially own the shares held by RO LP. RO LLC disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.
Remarks:
This is filing 2 of 2.
/s/ Jeffrey D. Brody, Managing Director of Redpoint Omega, LLC, which serves as the General Partner of Redpoint Omega, L.P. 12/07/2012
/s/ Jeffrey D. Brody, a Manager of Redpoint Omega Associates, LLC 12/07/2012
/s/ Jeffrey D. Brody, Managing Director of Redpoint Omega, LLC 12/07/2012
** 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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