SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
06/28/2011

3. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [ AWAY ]

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24,456	I	TCV VI, L.P.⁽²⁾⁽³⁾
Series A Redeemable Preferred Stock	29,274⁽¹⁾	I	TCV VI, L.P.⁽²⁾⁽³⁾
Series B Redeemable Preferred Stock	1,868⁽¹⁾	I	TCV VI, L.P.⁽²⁾⁽³⁾
Common Stock	542	I	TCV Member Fund, L.P.⁽²⁾⁽⁴⁾
Series A Redeemable Preferred Stock	660⁽¹⁾	I	TCV Member Fund, L.P.⁽²⁾⁽⁴⁾
Series B Redeemable Preferred Stock	43⁽¹⁾	I	TCV Member Fund, L.P.⁽²⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	147,593	⁽⁵⁾	I	TCV VI, L.P.⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	3,037,124	⁽⁶⁾	I	TCV VI, L.P.⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	3,325	⁽⁵⁾	I	TCV Member Fund, L.P.⁽²⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	68,461	⁽⁶⁾	I	TCV Member Fund, L.P.⁽²⁾⁽⁴⁾

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. All of the reported securities will be redeemed immediately following the closing of HomeAway, Inc.'s initial public offering.

2. This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 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 June 28, 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. These securities are directly held by TCV Member Fund, L.P. ("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.

5. The Series C Convertible Preferred Stock is convertible into HomeAway, Inc. common stock on a one-for-one basis and has no expiration date.

6. The Series D Convertible Preferred Stock is convertible into HomeAway, Inc. common stock on a one-for-one basis and has no expiration date.

Remarks:

	Frederic D. Fenton Authorized signatory for TCV VI, L.P.	06/28/2011
	Frederic D. Fenton Authorized signatory for TCV Member Fund, L.P.	06/28/2011
	Frederic D. Fenton Authorized signatory for Technology Crossover Management VI, L.L.C.	06/28/2011
	Frederic D. Fenton Authorized signatory for Jay C. Hoag	06/28/2011
	Frederic D. Fenton Authorized signatory for Richard H. Kimball	06/28/2011
	Frederic D. Fenton Authorized signatory for John L. Drew	06/28/2011
	Frederic D. Fenton Authorized signatory for William J.G. Griffith IV	06/28/2011
	Frederic D. Fenton Authorized signatory for Jon Q. Reynolds, Jr.	06/28/2011
	Frederic D. Fenton Authorized signatory for Robert W. Trudeau	06/28/2011
	** 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 5 (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).
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