0001193125-12-050230.txt : 20120210 0001193125-12-050230.hdr.sgml : 20120210 20120210060155 ACCESSION NUMBER: 0001193125-12-050230 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120210 DATE AS OF CHANGE: 20120210 GROUP MEMBERS: DENNIS B. PHELPS GROUP MEMBERS: INSTITUTIONAL VENTURE MANAGEMENT XI, LLC GROUP MEMBERS: INSTITUTIONAL VENTURE MANAGEMENT XII, LLC GROUP MEMBERS: INSTITUTIONAL VENTURE PARTNERS XI GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: INSTITUTIONAL VENTURE PARTNERS XI, L.P. GROUP MEMBERS: J. SANFORD MILLER GROUP MEMBERS: NORMAN A. FOGELSONG GROUP MEMBERS: STEPHEN J. HARRICK GROUP MEMBERS: TODD C. CHAFFEE SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86320 FILM NUMBER: 12589248 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Institutional Venture Partners XII LP CENTRAL INDEX KEY: 0001402289 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3000 Sand Hill Rd STREET 2: BUILDING 2, SUITE 250 CITY: Menlo Park STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-0132 MAIL ADDRESS: STREET 1: 3000 Sand Hill Rd STREET 2: BUILDING 2, SUITE 250 CITY: Menlo Park STATE: CA ZIP: 94025 SC 13G 1 d298246dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

HomeAway, Inc.

(Name of issuer)

 

 

 

Common Stock, $0.0001 par value per share

(Title of class of securities)

 

43739Q 10 0

(CUSIP number)

 

December 31, 2011

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13G

 

CUSIP No. 43739Q 10 0   Page 2 of 14 Pages

 

  (1)   

Names of reporting persons

 

Institutional Venture Partners XI, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x (1)

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0 shares

   (6)   

Shared voting power

 

6,558,910 shares of Common Stock (2)

   (7)   

Sole dispositive power

 

0 shares

   (8)   

Shared dispositive power

 

6,558,910 shares of Common Stock (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,558,910 shares of Common Stock (2)

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.1% (3)

(12)

  

Type of reporting person (see instructions)

 

PN

 

(1) This statement on Schedule 13G is filed by Institutional Venture Partners XI, L.P. (“IVP XI”), Institutional Venture Partners XI GmbH & Co. Beteiligungs KG (“IVP XI KG”), Institutional Venture Management XI, LLC (“IVM XI”), Institutional Venture Partners XII, L.P. (“IVP XII”), Institutional Venture Management XII, LLC (“IVM XII”), Todd C. Chaffee (“Chaffee”), , Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”) and Dennis B. Phelps (“Phelps” together with IVP XI, IVP XI KG, IVM XI, IVP XII, IVM XII, Chaffee, Fogelsong, Harrick and Miller, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(3) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

SCHEDULE 13G

 

CUSIP No. 43739Q 10 0   Page 3 of 14 Pages

 

  (1)   

Names of reporting persons

 

Institutional Venture Partners XI GmbH & Co. Beteiligungs KG

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x (1)

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Germany

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0 shares

   (6)   

Shared voting power

 

6,558,910 shares of Common Stock (2)

   (7)   

Sole dispositive power

 

0 shares

   (8)   

Shared dispositive power

 

6,558,910 shares of Common Stock (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,558,910 shares of Common Stock (2)

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.1% (3)

(12)

  

Type of reporting person (see instructions)

 

PN

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(3) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

SCHEDULE 13G

 

CUSIP No. 43739Q 10 0   Page 4 of 14 Pages

 

  (1)   

Names of reporting persons

 

Institutional Venture Management XI, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x (1)

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0 shares

   (6)   

Shared voting power

 

6,558,910 shares of Common Stock (2)

   (7)   

Sole dispositive power

 

0 shares

   (8)   

Shared dispositive power

 

6,558,910 shares of Common Stock (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,558,910 shares of Common Stock (2)

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.1% (3)

(12)

  

Type of reporting person (see instructions)

 

OO

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(3) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

SCHEDULE 13G

 

CUSIP No. 43739Q 10 0   Page 5 of 14 Pages

 

  (1)   

Names of reporting persons

 

Institutional Venture Partners XII, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x (1)

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0 shares

   (6)   

Shared voting power

 

6,558,910 shares of Common Stock (2)

   (7)   

Sole dispositive power

 

0 shares

   (8)   

Shared dispositive power

 

6,558,910 shares of Common Stock (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,558,910 shares of Common Stock (2)

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.1% (3)

(12)

  

Type of reporting person (see instructions)

 

PN

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(3) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

SCHEDULE 13G

 

CUSIP No. 43739Q 10 0   Page 6 of 14 Pages

 

  (1)   

Names of reporting persons

 

Institutional Venture Management XII, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x (1)

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0 shares

   (6)   

Shared voting power

 

6,558,910 shares of Common Stock (2)

   (7)   

Sole dispositive power

 

0 shares

   (8)   

Shared dispositive power

 

6,558,910 shares of Common Stock (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,558,910 shares of Common Stock (2)

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.1% (3)

(12)

  

Type of reporting person (see instructions)

 

OO

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(3) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

SCHEDULE 13G

 

CUSIP No. 43739Q 10 0   Page 7 of 14 Pages

 

  (1)   

Names of reporting persons

 

Todd C. Chaffee

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x (1)

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0 shares

   (6)   

Shared voting power

 

6,558,910 shares of Common Stock (2)

   (7)   

Sole dispositive power

 

0 shares

   (8)   

Shared dispositive power

 

6,558,910 shares of Common Stock (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,558,910 shares of Common Stock (2)

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.1% (3)

(12)

  

Type of reporting person (see instructions)

 

IN

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(3) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

SCHEDULE 13G

 

CUSIP No. 43739Q 10 0   Page 8 of 14 Pages

 

  (1)   

Names of reporting persons

 

Norman A. Fogelsong

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x (1)

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0 shares

   (6)   

Shared voting power

 

6,558,910 shares of Common Stock (2)

   (7)   

Sole dispositive power

 

0 shares

   (8)   

Shared dispositive power

 

6,558,910 shares of Common Stock (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,558,910 shares of Common Stock (2)

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.1% (3)

(12)

  

Type of reporting person (see instructions)

 

IN

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(3) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

SCHEDULE 13G

 

CUSIP No. 43739Q 10 0   Page 9 of 14 Pages

 

  (1)   

Names of reporting persons

 

Stephen J. Harrick

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x (1)

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0 shares

   (6)   

Shared voting power

 

6,558,910 shares of Common Stock (2)

   (7)   

Sole dispositive power

 

0 shares

   (8)   

Shared dispositive power

 

6,558,910 shares of Common Stock (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,558,910 shares of Common Stock (2)

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.1% (3)

(12)

  

Type of reporting person (see instructions)

 

IN

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(3) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

SCHEDULE 13G

 

CUSIP No. 43739Q 10 0   Page 10 of 14 Pages

 

  (1)   

Names of reporting persons

 

J. Sanford Miller

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x (1)

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0 shares

   (6)   

Shared voting power

 

6,558,910 shares of Common Stock (2)

   (7)   

Sole dispositive power

 

0 shares

   (8)   

Shared dispositive power

 

6,558,910 shares of Common Stock (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,558,910 shares of Common Stock (2)

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.1% (3)

(12)

  

Type of reporting person (see instructions)

 

IN

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(3) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

SCHEDULE 13G

 

CUSIP No. 43739Q 10 0   Page 11 of 14 Pages

 

  (1)   

Names of reporting persons

 

Dennis B. Phelps

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x (1)

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0 shares

   (6)   

Shared voting power

 

6,558,910 shares of Common Stock (2)

   (7)   

Sole dispositive power

 

0 shares

   (8)   

Shared dispositive power

 

6,558,910 shares of Common Stock (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

6,558,910 shares of Common Stock (2)

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

8.1% (3)

(12)

  

Type of reporting person (see instructions)

 

IN

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(3) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

 

  Page 12 of 14 Pages

 

Item 1(a). Name of Issuer:

HomeAway, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

1011 W. 5th Street, Suite 300

Austin, Texas 78703

 

Item 2(a). Name of Person Filing:

Institutional Venture Partners XI, L.P. (“IVP XI”)

Institutional Venture Partners XI GmbH & Co. Beteiligungs KG (“IVP XI KG”)

Institutional Venture Management XI, LLC (“IVM XI”)

Institutional Venture Partners XII, L.P. (“IVP XII”)

Institutional Venture Management XII, LLC (“IVM XII”)

Todd C. Chaffee (“Chaffee”)

Norman A. Fogelsong (“Fogelsong”)

Stephen J. Harrick (“Harrick”)

J. Sanford Miller (“Miller”)

Dennis B. Phelps (“Phelps”)

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

Institutional Venture Partners

3000 Sand Hill Road, Building 2, Suite 250

Menlo Park, California 94025

 

Item 2(c). Citizenship:

 

IVP XI

      Delaware     

IVP XI KG

      Germany     

IVM XI

      Delaware     

IVP XII

      Delaware     

IVM XII

      Delaware     

Chaffee

      United States of America     

Fogelsong

      United States of America     

Harrick

      United States of America     

Miller

      United States of America     

Phelps

      United States of America     

 

Item 2(d). Title of Class of Securities:

Common Stock, $0.0001 par value per share

 

Item 2(e). CUSIP Number:

43739Q 10 0

 

Item 3. Not applicable.

Page 13 of 14 Pages

 

Item 4. Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing This statement on Schedule 13G is provided as of December 31, 2011:

 

September 30, September 30, September 30, September 30, September 30, September 30, September 30,

Reporting Persons

      Shares Held
Directly		        Sole
Voting
Power		        Shared
Voting
Power		        Sole
Dispositive
Power		        Shared
Dispositive
Power		        Beneficial
Ownership		        Percentage of
Class (2)		  

IVP XI

        3,017,000           0           6,558,910           0           6,558,910           6,558,910           8.1 % 

IVP XI KG

        483,000           0           6,558,910           0           6,558,910           6,558,910           8.1 % 

IVM XI (1)

        0           0           6,558,910           0           6,558,910           6,558,910           8.1 % 

IVP XII

        3,058,910           0           6,558,910           0           6,558,910           6,558,910           8.1 % 

IVM XII (1)

        0           0           6,558,910           0           6,558,910           6,558,910           8.1 % 

Chaffee (1)

        0           0           6,558,910           0           6,558,910           6,558,910           8.1 % 

Fogelsong (1)

        0           0           6,558,910           0           6,558,910           6,558,910           8.1 % 

Harrick (1)

        0           0           6,558,910           0           6,558,910           6,558,910           8.1 % 

Miller (1)

        0           0           6,558,910           0           6,558,910           6,558,910           8.1 % 

Phelps (1)

        0           0           6,558,910           0           6,558,910           6,558,910           8.1 % 

 

(1) IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

 

(2) This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011.

 

Item 5. Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

Not applicable.

 

Item 9. Notice of Dissolution of a Group

Not applicable.

 

Item 10. Certification

Not applicable.

 

  Page 14 of 14 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2012

 

INSTITUTIONAL VENTURE PARTNERS XI, L.P.
By: Institutional Venture Management XI, LLC
Its: General Partner
By:   /s/ Norman A. Fogelsong
  Norman A. Fogelsong, Managing Director
INSTITUTIONAL VENTURE PARTNERS XI GmbH & CO. BETEILIGUNGS KG
By: Institutional Venture Management XI, LLC
Its: Managing Limited Partner
By:   /s/ Norman A. Fogelsong
  Norman A. Fogelsong, Managing Director
INSTITUTIONAL VENTURE MANAGEMENT XI, LLC
By:   /s/ Norman A. Fogelsong
  Norman A. Fogelsong, Managing Director
INSTITUTIONAL VENTURE PARTNERS XII, L.P.
By: Institutional Venture Management XII, LLC
Its: General Partner
By:   /s/ Norman A. Fogelsong
  Norman A. Fogelsong, Managing Director
INSTITUTIONAL VENTURE MANAGEMENT XII, LLC
By:   /s/ Norman A. Fogelsong
  Norman A. Fogelsong, Managing Director
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for J. Sanford Miller
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps

 

Exhibit(s):      
Exhibit 99.1:    Joint Filing Statement

 

 EX-99.1 2 d298246dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of HomeAway, Inc.

Dated: February 10, 2012

 

INSTITUTIONAL VENTURE PARTNERS XI, L.P.
By: Institutional Venture Management XI, LLC
Its: General Partner
By:   /s/ Norman A. Fogelsong
  Norman A. Fogelsong, Managing Director
INSTITUTIONAL VENTURE PARTNERS XI GmbH & CO. BETEILIGUNGS KG
By: Institutional Venture Management XI, LLC
Its: Managing Limited Partner
By:   /s/ Norman A. Fogelsong
  Norman A. Fogelsong, Managing Director
INSTITUTIONAL VENTURE MANAGEMENT XI, LLC
By:   /s/ Norman A. Fogelsong
  Norman A. Fogelsong, Managing Director
INSTITUTIONAL VENTURE PARTNERS XII, L.P.
By: Institutional Venture Management XII, LLC
Its: General Partner
By:   /s/ Norman A. Fogelsong
  Norman A. Fogelsong, Managing Director
INSTITUTIONAL VENTURE MANAGEMENT XII, LLC
By:   /s/ Norman A. Fogelsong
  Norman A. Fogelsong, Managing Director
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for J. Sanford Miller
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps