| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [ AWAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/01/2013 | M | 822 | A | $0.00 | 65,465 | D | |||
| Common Stock | 03/05/2013(7) | A | 17,201 | A | $0.00 | 82,666 | D | |||
| Common Stock | 03/06/2013 | F | 268 | D | $29.8968 | 82,398 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock | (5) | 03/01/2013 | M | 822 | (4) | (4) | Common Stock | 822 | $0.00 | 10,688 | D | ||||
| Stock Option | $30.43 | 03/05/2013 | A | 55,696 | 06/01/2014(6) | 03/05/2023 | Common Stock | 55,696 | $0.00 | 55,696 | D | ||||
| Stock Option | $2.06 | (2) | 01/29/2017 | Common Stock | 46,200 | 46,200 | D | ||||||||
| Stock Option | $25.54 | (2) | 03/27/2022 | Common Stock | 56,844 | 56,844 | D | ||||||||
| Stock Option | $19.97 | (3) | 02/10/2021 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Option | $13.49 | (1) | 11/13/2019 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Option | $8.1 | (2) | 01/29/2018 | Common Stock | 96,483 | 96,483 | D | ||||||||
| Explanation of Responses: |
| 1. Vest 100% a year from grant date |
| 2. Vested as to 1/16th of the shares subject to the option three months following the date of grant and as to 1/48th of the shares subject to the option each month thereafter. |
| 3. Exercisable in thirty-six (36) equal monthly installments. |
| 4. Six and one quarter percent (6.25%) of the restricted stock units will vest each quarter over a period of four years beginning June 1, 2012, subject to continued service through each vesting date. Shares will be delivered on the vesting date. |
| 5. Each restricted stock unit represents a contingent right to receive one share of HomeAway common stock. |
| 6. 6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three months following the Vesting Commencement Date and an additional one forty-eighth (1/48th) of the total number of shares of Common Stock subject to the Option shall vest on the corresponding day of each month thereafter, or to the extent such a month does not have the corresponding day, on the last day of any such month, and will be fully vested as of 06/01/2017 |
| 7. These RSUs, effective April 1, 2013, will begin to vest one year from June 1, 2013 at 25%, and then 25% vests annually thereafter until fully vested on 06/01/2017. |
| /s/ Melissa Fruge, Attorney-in-Fact for Lynn Atchison | 03/07/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||