SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

TCV VI L P

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(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	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(g) group

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/05/2011		C		147,593	A	⁽¹⁾	172,049	I	TCV VI, L.P.⁽²⁾⁽³⁾
Common Stock	07/05/2011		C		3,037,124	A	⁽⁴⁾	3,209,173	I	TCV VI, L.P.⁽²⁾⁽³⁾
Common Stock	07/05/2011		P		70,881	A	$27	3,280,054	I	TCV VI, L.P.⁽²⁾⁽³⁾
Series A Redeemable Preferred Stock	07/05/2011		J⁽⁵⁾		29,274	D	⁽⁵⁾	0	I	TCV VI, L.P.⁽²⁾⁽³⁾
Series B Redeemable Preferred Stock	07/05/2011		J⁽⁶⁾		1,868	D	⁽⁶⁾	0	I	TCV VI, L.P.⁽²⁾⁽³⁾
Common Stock	07/05/2011		C		3,325	A	⁽¹⁾	3,867	I	TCV Member Fund, L.P.⁽²⁾⁽⁷⁾
Common Stock	07/05/2011		C		68,461	A	⁽⁴⁾	72,328	I	TCV Member Fund, L.P.⁽²⁾⁽⁷⁾
Common Stock	07/05/2011		P		1,563	A	$27	73,891	I	TCV Member Fund, L.P.⁽²⁾⁽⁷⁾
Series A Redeemable Preferred Stock	07/05/2011		J⁽⁵⁾		660	D	⁽⁵⁾	0	I	TCV Member Fund, L.P.⁽²⁾⁽⁷⁾
Series B Redeemable Preferred Stock	07/05/2011		J⁽⁶⁾		43	D	⁽⁶⁾	0	I	TCV Member Fund, L.P.⁽²⁾⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock	⁽¹⁾	07/05/2011		C			147,593	⁽¹⁾	⁽¹⁾	Common Stock	147,593	$0	0	I	TCV VI, L.P.⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽⁴⁾	07/05/2011		C			3,037,124	⁽⁴⁾	⁽⁴⁾	Common Stock	3,037,124	$0	0	I	TCV VI, L.P.⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	07/05/2011		C			3,325	⁽¹⁾	⁽¹⁾	Common Stock	3,325	$0	0	I	TCV Member Fund, L.P.⁽²⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁴⁾	07/05/2011		C			68,461	⁽⁴⁾	⁽⁴⁾	Common Stock	68,461	$0	0	I	TCV Member Fund, L.P.⁽²⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

TCV VI L P

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(g) group

1. Name and Address of Reporting Person^*

TCV Member Fund, L.P.

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(g) group

1. Name and Address of Reporting Person^*

Technology Crossover Management VI, L.L.C.

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(g) group

1. Name and Address of Reporting Person^*

HOAG JAY C

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(d) group

1. Name and Address of Reporting Person^*

KIMBALL RICK

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(d) group

1. Name and Address of Reporting Person^*

DREW JOHN

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(d) group

1. Name and Address of Reporting Person^*

GRIFFITH WILLIAM

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(d) group

1. Name and Address of Reporting Person^*

REYNOLDS JON Q JR

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(d) group

1. Name and Address of Reporting Person^*

Trudeau Robert

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(d) group

Explanation of Responses:

1. The Series C Convertible Preferred Stock, which was previously convertible at any time and had no expiration date, converted into HomeAway, Inc. common stock on a one-for-one basis.

2. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VII, L.P., TCV VII (A), L.P., Technology Crossover Management VII, Ltd., Technology Crossover Management VII, L.P. and Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan on July 5, 2011.

3. These securities are directly held by TCV VI, L.P. Jay C. Hoag, Richard H. Kimball, John L. Drew, William J.G. Griffith IV, Jon Q. Reynolds and Robert W. Trudeau (collectively, the "TCM VI Members") are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI") which is the sole general partner of TCV VI, L.P. The TCM VI Members and TCM VI may be deemed to beneficially own the securities held by TCV VI, L.P. but the TCM Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

4. The Series D Convertible Preferred Stock, which was previously convertible at any time and had no expiration date, converted into HomeAway, Inc. common stock on a one-for-one basis.

5. The reported securities were mandatorily redeemable by HomeAway, Inc. upon the closing of its initial public offering and were accordingly redeemed by HomeAway, Inc. at a price equal to $1.40 per share plus an additional amount equal to the accumulated dividends on such shares for aggregate proceeds of $62,048.05 to TCV VI, L.P. and $1,398.91 to TCV Member Fund, L.P. ("TCV MF").

6. The reported securities were mandatorily redeemable by HomeAway, Inc. upon the closing of its initial public offering and were accordingly redeemed by HomeAway, Inc. at a price equal to $2.00 per share plus an additional amount equal to the accumulated dividends on such shares for aggregate proceeds of $5,263.97 to TCV VII, L.P. and $121.17 to TCV MF.

7. These securities are directly held by TCV MF. TCM VI Members, together with Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan (collectively, the "TCM VII Directors") are Class A Directors of TCM VII, which is a general partner of TCV MF, and limited partners of TCV MF. The TCM VI Members are Class A Members of TCM VI, which is also a general partner of TCV MF. The TCM VII Directors, TCM VII, the TCM VI Members and TCM VI may be deemed to beneficially own certain of the securities held by TCV MF, but the TCM VII Directors, TCM VII, the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

	Frederic D. Fenton Authorized signatory for TCV VI, L.P.	07/05/2011
	Frederic D. Fenton Authorized signatory for TCV Member Fund, L.P.	07/05/2011
	Frederic D. Fenton Authorized signatory for Technology Crossover Management VI, L.L.C.	07/05/2011
	Frederic D. Fenton Authorized signatory for Jay C. Hoag	07/05/2011
	Frederic D. Fenton Authorized signatory for Richard H. Kimball	07/05/2011
	Frederic D. Fenton Authorized signatory for John L. Drew	07/05/2011
	Frederic D. Fenton Authorized signatory for William J.G. Griffith IV	07/05/2011
	Frederic D. Fenton Authorized signatory for Jon Q. Reynolds, Jr.	07/05/2011
	Frederic D. Fenton Authorized signatory for Robert W. Trudeau	07/05/2011
	** 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.