SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2) *
HomeAway, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
43739Q 10 0
(CUSIP Number)
December 31, 2013
(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).
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Ventures II, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Amendment No. 2 to the statement on Schedule 13G is filed by Redpoint Ventures I, L.P. (“RV I”), Redpoint Technology Partners Q-I, L.P. (“RTP Q-I”), Redpoint Technology Partners A-I, L.P. (“RTP A-I”), Redpoint Associates I, LLC (“RA I”), Redpoint Ventures I, LLC (“RV I LLC”), Redpoint Ventures II, L.P. (“RV II”), Redpoint Associates II, LLC (“RA II”), Redpoint Ventures II, LLC (“RV II LLC”), Redpoint Omega, L.P. (“RO”), Redpoint Omega Associates, LLC (“ROA”) and Redpoint Omega, LLC (“RO LLC,” together with RV I, RTP Q-I, RTP A-I, RA I, RV I LLC, RV II, RA II, RV II LLC, RO and ROA, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013. |
Page 2
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Associates II, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Amendment No. 2 to the 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 (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
Page 3
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Ventures II, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Amendment No. 2 to the 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 (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
Page 4
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Ventures I, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Amendment No. 2 to the 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 (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
Page 5
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Technology Ventures Q-I, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Amendment No. 2 to the 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 (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
Page 6
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Technology Ventures A-I, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Amendment No. 2 to the 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 (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
Page 7
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Associates I, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Amendment No. 2 to the 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 (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
Page 8
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Ventures I, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Amendment No. 2 to the 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 (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
Page 9
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Omega, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Amendment No. 2 to the 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 (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
Page 10
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Omega Associates, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Amendment No. 2 to the 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 (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
Page 11
| CUSIP No. 43739Q 10 0 | 13G |
| 1. | Names of Reporting Persons
Redpoint Omega, 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 | ||||
| 6. | Shared Voting Power
3,172,621 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,172,621 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,621 (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
3.7% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Amendment No. 2 to the 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 (i) 1,286,265 shares of Common Stock held by RV II, (ii) 29,741 shares of Common Stock held by RA II, (iii) 1,454,966 shares of Common Stock held by RV I, (iv) 189,237 shares of Common Stock held by RTP Q-I, (v) 30,255 shares of Common Stock held by RTP A-I, (vi) 37,307 shares of Common Stock held by RA I, (vii) 140,867 shares of Common Stock held by RO and (viii) 3,983 shares of Common Stock held by ROA. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. The information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
Page 12
| CUSIP No. 43739Q 10 0 | 13G |
Introductory Note: This Amendment No. 2 to the statement on Schedule 13G is being filed by the Reporting Persons in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of HomeAway, Inc. (the “Issuer”).
| Item 1(a). | Name of Issuer: |
HomeAway, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Officers: |
1011 W. Fifth Street, Suite 300
Austin, Texas 78703
| Item 2(a). | Name of Person(s) Filing: |
Redpoint Ventures II, L.P. (“RV II”)
Redpoint Associates II, LLC (“RA II”)
Redpoint Ventures II, LLC (“RV II LLC”)
Redpoint Ventures I, L.P. (“RV I”)
Redpoint Technology Partners Q-I, L.P. (“RTP Q-I”)
Redpoint Technology Partners A-I, L.P. (“RTP A-I”)
Redpoint Associates I, LLC (“RA I”)
Redpoint Ventures I, LLC (“RV I LLC”)
Redpoint Omega, L.P. (“RO”)
Redpoint Omega Associates, LLC (“ROA”)
Redpoint Omega, LLC (“RO LLC”)
| Item 2(b). | Address of Principal Business Office: |
Redpoint Ventures
3000 Sand Hill Road, Suite 290
Menlo Park, California 94025
| Item 2(c). | Citizenship: |
RV II is a Delaware limited partnership
RA II is a Delaware limited liability company
RV II LLC is a Delaware limited liability company
RV I is a Delaware limited partnership
RTP Q-I is a Delaware limited partnership
RTP A-I is a Delaware limited partnership
RA I is a Delaware limited liability company
RV I LLC is a Delaware limited liability company
RO is a Delaware limited partnership
ROA is a Delaware limited liability company
RO LLC is a Delaware limited liability company
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share.
| Item 2(e). | CUSIP Number: |
43739Q 10 0
Page 13
| CUSIP No. 43739Q 10 0 | 13G |
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2013:
| Reporting Persons |
Shares of Common Stock Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (2) |
|||||||||||||||||||||
| RV II |
1,286,265 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| RA II |
29,741 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| RV II LLC (1) |
0 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| RV I |
1,454,966 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| RTP Q-I |
189,237 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| RTP A-I |
30,255 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| RA I |
37,307 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| RV I LLC (1) |
0 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| RO |
140,867 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| ROA |
3,983 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| RO LLC (1) |
0 | 0 | 3,172,621 | 0 | 3,172,621 | 3,172,621 | 3.7 | % | ||||||||||||||||||||
| (1) | RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV I LLC serves as the sole general partner of RV I, RTP Q-I and RTP A-I, and serves as the manager of RA I. As such, RV I LLC possesses power to direct the voting and disposition of the shares owned by RV I, RTP Q-I, RTP A-I and RA I and may be deemed to have indirect beneficial ownership of the shares held by RV I, RTP Q-I, RTP A-I and RA I. RV I LLC owns no securities of the Issuer directly. RO LLC serves as the sole general partner of RO. As such, RO LLC possesses power to direct the voting and disposition of the shares owned by RO and may be deemed to have indirect beneficial ownership of the shares held by RO. RO LLC owns no securities of the Issuer directly. RV I LLC, RV II LLC, RA II, RO LLC and ROA are under common control. |
| (2) | The percentages are calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 7, 2013. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
Page 14
| CUSIP No. 43739Q 10 0 | 13G |
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
Not applicable.
Page 15
| CUSIP No. 43739Q 10 0 | 13G |
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: January 23, 2014
| REDPOINT VENTURES II, L.P. By its General Partner, Redpoint Ventures II, LLC |
REDPOINT OMEGA, L.P. By its General Partner, Redpoint Omega, LLC | |||||||
| By: | /s/ Jeffrey D. Brody |
By: | /s/ Jeffrey D. Brody | |||||
| Jeffrey D. Brody | Jeffrey D. Brody | |||||||
| Manager | Manager | |||||||
| REDPOINT ASSOCIATES II, LLC | REDPOINT OMEGA ASSOCIATES, LLC | |||||||
| By: | /s/ Jeffrey D. Brody |
By: | /s/ Jeffrey D. Brody | |||||
| Jeffrey D. Brody | Jeffrey D. Brody | |||||||
| Manager | Manager | |||||||
| REDPOINT VENTURES II, LLC | REDPOINT OMEGA, LLC | |||||||
| By: | /s/ Jeffrey D. Brody |
By: | /s/ Jeffrey D. Brody | |||||
| Jeffrey D. Brody | Jeffrey D. Brody | |||||||
| Manager | Manager | |||||||
| REDPOINT VENTURES I, L.P. By its General Partner, Redpoint Ventures II, LLC |
||||||||
| By: | /s/ Jeffrey D. Brody |
|||||||
| Jeffrey D. Brody | ||||||||
| Manager | ||||||||
| REDPOINT TECHNOLOGY PARTNERS Q-I, L.P. REDPOINT TECHNOLOGY PARTNERS A-I, L.P. By its General Partner, Redpoint Ventures I, LLC |
||||||||
| By: | /s/ Jeffrey D. Brody |
|||||||
| Jeffrey D. Brody | ||||||||
| Manager | ||||||||
| REDPOINT ASSOCIATES I, LLC By its Manager, Redpoint Ventures I, LLC |
||||||||
| By: | /s/ Jeffrey D. Brody |
|||||||
| Jeffrey D. Brody | ||||||||
| Manager | ||||||||
| REDPOINT VENTURES I, LLC | ||||||||
| By: | /s/ Jeffrey D. Brody |
|||||||
| Jeffrey D. Brody | ||||||||
| Manager | ||||||||
Exhibit(s): 99.1: Joint Filing Statement
Page 16
Exhibit 99.1
| CUSIP No. 43739Q 10 0 | 13G |
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: January 23, 2014
| REDPOINT VENTURES II, L.P. | REDPOINT OMEGA, L.P. | |||||||
| By its General Partner, Redpoint Ventures II, LLC | By its General Partner, Redpoint Omega, LLC | |||||||
| By: | /s/ Jeffrey D. Brody |
By: | /s/ Jeffrey D. Brody | |||||
| Jeffrey D. Brody | Jeffrey D. Brody | |||||||
| Manager | Manager | |||||||
| REDPOINT ASSOCIATES II, LLC | REDPOINT OMEGA ASSOCIATES, LLC | |||||||
| By: | /s/ Jeffrey D. Brody |
By: | /s/ Jeffrey D. Brody | |||||
| Jeffrey D. Brody | Jeffrey D. Brody | |||||||
| Manager | Manager | |||||||
| REDPOINT VENTURES II, LLC | REDPOINT OMEGA, LLC | |||||||
| By: | /s/ Jeffrey D. Brody |
By: | /s/ Jeffrey D. Brody | |||||
| Jeffrey D. Brody | Jeffrey D. Brody | |||||||
| Manager | Manager | |||||||
| REDPOINT VENTURES I, L.P. | ||||||||
| By its General Partner, Redpoint Ventures II, LLC | ||||||||
| By: | /s/ Jeffrey D. Brody |
|||||||
| Jeffrey D. Brody | ||||||||
| Manager | ||||||||
| REDPOINT TECHNOLOGY PARTNERS Q-I, L.P. | ||||||||
| REDPOINT TECHNOLOGY PARTNERS A-I, L.P. | ||||||||
| By its General Partner, Redpoint Ventures I, LLC | ||||||||
| By: | /s/ Jeffrey D. Brody |
|||||||
| Jeffrey D. Brody | ||||||||
| Manager | ||||||||
| REDPOINT ASSOCIATES I, LLC | ||||||||
| By its Manager, Redpoint Ventures I, LLC | ||||||||
| By: | /s/ Jeffrey D. Brody |
|||||||
| Jeffrey D. Brody | ||||||||
| Manager | ||||||||
| REDPOINT VENTURES I, LLC | ||||||||
| By: | /s/ Jeffrey D. Brody |
|||||||
| Jeffrey D. Brody | ||||||||
| Manager | ||||||||