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