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 Ventures II, 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)
12/07/2012
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 S 11,982 D $20.67 (2) 51,372 (1) I By Redpoint Technology Partners A-1, L.P. (5)
Common Stock 12/05/2012 S 74,983 D $20.67 (2) 321,357 (1) I By Redpoint Technology Partners Q-1, L.P. (5)
Common Stock 12/06/2012 S 7,174 D $20.43 (3) 44,198 (1) I By Redpoint Technology Partners A-1, L.P. (5)
Common Stock 12/06/2012 S 44,893 D $20.43 (3) 276,464 (1) I By Redpoint Technology Partners Q-1, L.P. (5)
Common Stock 12/07/2012 S 3,858 D $20.08 (4) 40,340 (1) I By Redpoint Technology Partners A-1, L.P. (5)
Common Stock 12/07/2012 S 24,147 D $20.08 (4) 252,317 (1) I By Redpoint Technology Partners Q-1, L.P. (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 Ventures II, 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 Associates II, 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 Ventures II, 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 VENTURES I LP

(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 ASSOCIATES I 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 TECHNOLOGY PARTNERS A 1 LP

(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 TECHNOLOGY PARTNERS Q 1 LP

(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 Ventures I, LLC

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

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. The original Form 4 inadvertently disclosed the incorrect amount of shares beneficially owned following the reported transactions. This amendment reflects the correct amount of shares following the reported transactions. No other amendments are being made to the original Form 4.
2. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.27 to $21.00 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
3. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.28 to $20.98 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
4. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.00 to $20.35 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
5. Redpoint Ventures I, LLC ("RV I LLC") serves as the general partner of Redpoint Technology Partners A-1, L.P. ("RTP A") and Redpoint Technology Partners Q-1, L.P. ("RTP Q"). As such, RV I LLC has sole voting and investment control over the shares owned by RTP A and RTP Q, and may be deemed to beneficially own the shares held by RTP A and RTP Q. RV I LLC disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.
/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures II, LLC, which serves as the General Partner of Redpoint Ventures II, L.P. 12/18/2012
/s/ Jeffrey D. Brody, a Manager of Redpoint Associates II, LLC 12/18/2012
/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures II, LLC 12/18/2012
/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures I, LLC, which serves as the General Partner of Redpoint Ventures I, L.P. 12/18/2012
/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures I, LLC, which serves as the Manager of Redpoint Associates I, LLC 12/18/2012
/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures I, LLC, which serves as the General Partner of Redpoint Technology Partners A-I, L.P. 12/18/2012
/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures I, LLC, which serves as the General Partner of Redpoint Technology Partners Q-I, L.P. 12/18/2012
/s/ Jeffrey D. Brody, Managing Director of Redpoint Ventures I, LLC 12/18/2012
** Signature of Reporting Person Date
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