0001440008-14-000004.txt : 20140226 0001440008-14-000004.hdr.sgml : 20140226 20140226205254 ACCESSION NUMBER: 0001440008-14-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140224 FILED AS OF DATE: 20140226 DATE AS OF CHANGE: 20140226 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marshall Christopher P CENTRAL INDEX KEY: 0001440008 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35215 FILM NUMBER: 14646499 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-02-24 0001366684 HOMEAWAY INC AWAY 0001440008 Marshall Christopher P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 1 0 0 0 Common Stock 2014-02-24 4 J 0 850448 0 D 1463765 I TCV VI, L.P. Common Stock 2014-02-24 4 J 0 1402210 0 D 2413441 I TCV VII, L.P. Common Stock 2014-02-24 4 J 0 728183 0 D 1253327 I TCV VII (A), L.P. Common Stock 2014-02-24 4 J 0 19159 0 D 32974 I TCV Member Fund, L.P. Common Stock 2014-02-24 4 J 0 218990 0 A 218990 I Technology Crossover Management VI, L.L.C. Common Stock 2014-02-24 4 J 0 217046 0 D 1944 I Technology Crossover Management VI, L.L.C. Common Stock 2014-02-24 4 J 0 6528 0 A 7823 I Marshall Carroll 2000 Trust Common Stock 2014-02-24 4 J 0 284 0 A 284 I Marshall Partners Common Stock 2014-02-25 4 S 0 1867 45.3037 D 77 I Technology Crossover Management VI, L.L.C. Common Stock 2014-02-25 4 S 0 77 46.25 D 0 I Technology Crossover Management VI, L.L.C. Common Stock 2014-02-25 4 J 0 284 0 D 0 I Marshall Partners Common Stock 2014-02-25 4 J 0 142 0 A 7965 I Marshall Carroll 2000 Trust Common Stock 2014-02-25 4 S 0 2000 45.7625 D 5965 I Marshall Carroll 2000 Trust Common Stock 2014-02-25 4 M 0 10714 22.07 A 10714 D Common Stock 2014-02-25 4 S 0 10714 45.9932 D 0 D Stock Option 22.07 2014-02-25 4 M 0 10714 0 D 2012-06-06 2022-06-06 Common Stock 10714 10714 D In kind pro-rata distribution from TCV VI, L.P. ("TCV VI") to its partners, without consideration. These shares are directly held by TCV VI. Christopher Marshall is an Assignee of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI. Christopher Marshall may be deemed to beneficially own the shares held by TCV VI but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration. These shares are directly held by TCV VII. Christopher Marshall is a Class A Director of Technology Crossover Management VII, Ltd. ("Management VII") and a limited partner of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII. Christopher Marshall may be deemed to beneficially own the shares held by TCV VII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VIII(A)") to its partners, without consideration. These shares are directly held by TCV VII (A). Christopher Marshall is a Class A Director of Management VII and a limited partner of TCM VII. Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII (A). Christopher Marshall may be deemed to beneficially own the shares held by TCV VII (A) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration. These shares are directly held by Member Fund. Christopher Marshall is a limited partner of Member Fund, an Assignee of TCM VI, and a Class A Director of Management VII. Each of TCM VI and Management VII is a general partner of Member Fund. Christopher Marshall may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Acquisition by TCM VI pursuant to an in kind pro-rata distribution by TCV VI to its partners, without consideration. These securities are directly held by TCM VI. Christopher Marshall is an Assignee of TCM VI. Christopher Marshall may be deemed to beneficially own the shares held by TCM VI but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. In kind pro-rata distribution by TCM VI to its partners, without consideration. Acquisition by the Marshall Carroll 2000 Trust pursuant to an in kind pro-rata distribution by TCM VI and Member Fund to their partners, without consideration. Christopher P. Marshall is a trustee of the Marshall Carroll 2000 Trust and may be deemed to beneficially own certain securities held by the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Acquisition by Marshall Partners pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration. Mr. Marshall is a partner of Marshall Partners and may be deemed to beneficially own certain securities held by Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. This number represents a weighted average sale price per share. The shares were sold at prices ranging from $44.88 to $45.72 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. In kind pro-rata distribution by Marshall Partners to its partners, without consideration. Acquisition by the Marshall Carroll 2000 Trust pursuant to transfer by Marshall Partners, without consideration. This number represents a weighted average sale price per share. The shares were sold at prices ranging from $45.75 to $45.80 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. These options are held directly by Mr. Marshall. Mr. Marshall has sole voting and dispositive power over the options and the underlying shares; however, TCV VI Management, L.L.C. and TCV VII Management, L.L.C. own 100% of the pecuniary interest therein. Mr. Marshall is a member of TCV VII Management, L.L.C.; however, he disclaims beneficial ownership of such options and the underlying shares except to the extent of his pecuniary interest therein. This number represents a weighted average sale price per share. The shares were sold at prices ranging from $45.96 to $46.09 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Not Applicable Frederic D. Fenton Authorized signatory for Christopher P. Marshall 2014-02-26