0001440008-15-000004.txt : 20151215
0001440008-15-000004.hdr.sgml : 20151215
20151215145827
ACCESSION NUMBER: 0001440008-15-000004
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151215
FILED AS OF DATE: 20151215
DATE AS OF CHANGE: 20151215
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: 151288259
MAIL ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2015-12-15
1
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
2015-12-15
4
D
0
2870
D
0
D
Common Stock
2015-12-15
4
D
0
15141
D
0
I
Marshall Carroll 2000 Trust
Stock Option (Right to Buy)
30.04
2015-12-15
4
D
0
7447
D
2025-08-01
Common Stock
7447
0
D
Stock Options (Right to Buy)
33.83
2015-12-15
4
D
0
6150
D
2024-08-01
Common Stock
6150
0
D
Disposed of pursuant to the Agreement and Plan of Reorganization by and among Expedia, Inc., HMS 1 Inc. and HomeAway, Inc. dated as of November 4, 2015 (the "Merger Agreement").
Pursuant to the Merger Agreement, 2,870 restricted stock units vested immediately prior to the First Effective Time (as defined in the Merger Agreement) and were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each share of common stock subject to each such vested restricted stock unit, less applicable tax withholdings.
Pursuant to the Merger Agreement, each share of common stock was exchanged for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement) per share of common stock.
Christopher 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.
Fully vested as of December 15, 2015.
Each share of common stock subject to the options was cancelled pursuant to the Merger Agreement in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement) in respect of each Net Share (as defined in the Merger Agreement) covered by such options, less applicable tax withholdings.
Fully vested as of August 1, 2015.
These options were held directly by Christopher 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. owned 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.
Frederic D. Fenton, Authorized signatory for Christopher P. Marshall
2015-12-15