0001440008-14-000006.txt : 20140805 0001440008-14-000006.hdr.sgml : 20140805 20140805175941 ACCESSION NUMBER: 0001440008-14-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140801 FILED AS OF DATE: 20140805 DATE AS OF CHANGE: 20140805 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: 141017394 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-08-01 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 2014-08-01 4 A 0 2382 0 A 3809 D Common Stock 2014-08-04 4 S 0 572569 33.08 D 1840872 I TCV VII, L.P. Common Stock 2014-08-04 4 S 0 297342 33.08 D 955985 I TCV VII (A), L.P. Common Stock 2014-08-04 4 S 0 5089 33.08 D 27885 I TCV Member Fund, L.P. Common Stock 5965 I Marshall Carroll 2000 Trust Common Stock 1463735 I TCV VI, L.P. Stock Options (Right to Buy) 33.83 2014-08-01 4 A 0 6150 0 A 2024-08-01 Common Stock 6150 6150 D Represents restricted stock units awarded to Christopher P. Marshall. 100% of the shares subject to the restricted stock units vest on the one-year anniversary of the vesting commencement date, such that the award will be fully vested on August 1, 2015. These restricted stock units are held directly by Christopher P. Marshall. Christopher P. Marshall has sole voting and dispositive power over the shares however, TCV VI Management, L.L.C. ("TCV VI Management") and TCV VII Management, L.L.C. ("TCV VII Management") own 100% of the pecuniary interest therein. Five individuals (collectively the "TCV VI Management Members") are members of TCV VI Management, and the TCV VI Management Members, together with Christopher P. Marshall, are members of TCV VII Management; however, each disclaims beneficial ownership of such restricted stock units except to the extent of his pecuniary interest therein. These securities are directly held by TCV VII, L.P. ("TCV VII"). Christopher P. Marshall and eight other individuals (the "Management VII Class A Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII") . Management VII is the general partner of TCM VII, which is the general partner of TCV VII. The Management VII Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, but each of the Management VII Class A Directors, Management VII and TCM VII disclaims beneficial ownership of such securities except to the extent of his/its pecuniary interest therein. These securities are directly held by TCV VII (A), L.P. ("TCV VII(A)"). The Management VII Class A Directors are Class A Directors of Management VII and limited partners of TCM VII . Management VII is the general partner of TCM VII, which is the general partner of TCV VII(A). The Management VII Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII(A), but each of the Management VII Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of his/its pecuniary interest therein. These securities are directly held by TCV Member Fund, L.P. ("Member Fund"). The Management VII Class A Directors are Class A Directors of Management VII, which is a general partner of Member Fund, and limited partners of Member Fund. Five individual (collectively, the "TCM VI Members") are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is also a general partner of Member Fund. The Management VII Class A Directors, Management VII, the TCM VI Members and TCM VI may be deemed to beneficially own certain of the securities held by Member Fund, but the Management VII Class A Directors, Management VII, the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Christopher P. 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. Christopher P. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These securities are directly held by TCV VI, L.P. ("TCV VI"). The TCM VI Members are Class A Members of TCM VI which is the sole general partner of TCV VI. Christopher P. Marshall is an assignee of TCM VI. The TCM VI Members, TCM VI, and Christopher P. Marshall may be deemed to beneficially own the securities held by TCV VI, but the TCM VI Members, TCM VI, and Christopher P. Marshall disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. 1/12th of the shares of common stock subject to the option vests each month following the vesting commencement date, such that the award will be fully vested on August 1, 2015. These options are held directly by Mr. Marshall. Mr. Marshall has sole voting and dispositive power over the options and the underlying shares; however, TCV VI Management and TCV VII Management own 100% of the pecuniary interest therein. The TCV VI Management Members are members of TCV VI Management, and the TCV VI Management Members, together with Mr. Marshall, are members of TCV VII Management; however, each 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 2013-08-05