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Filing Details

Accession Number:: 0001440008-13-000002
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-02-27 19:33:54
Reporting Period:: 2013-02-25

Filing Date:: 2013-02-27
Accepted Time:: 2013-02-27 19:33:54
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1366684	Homeaway Inc	AWAY	Services-Computer Processing & Data Preparation (7374)	200970381

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1406509	David Yuan	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	No	Yes
1406576	C. John Rosenberg	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	No	Yes
1419272	P L Vii(A) Tcv	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	No	Yes
1420295	Tcv Vii Lp	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	No	Yes
1440008	P Christopher Marshall	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	Yes	No	No	Yes
1466999	Technology Crossover Management Vii, Ltd.	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	No	Yes
1467001	Technology Crossover Management Vii, L.p.	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	No	Yes
1498115	P Timothy Mcadam	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-02-25	1,051,657	$27.75	3,815,651	No	4	S	Indirect	TCV VII, L.P.
Common Stock	Disposition	2013-02-25	546,138	$27.75	1,981,510	No	4	S	Indirect	TCV VII (A), L.P.
Common Stock	Acquisiton	2013-02-27	2,800	$22.07	2,800	No	4	M	Indirect	Christopher P. Marshall
Common Stock	Disposition	2013-02-27	2,800	$29.72	0	No	4	S	Indirect	Christopher P. Marshall

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	TCV VII, L.P.
No	4	S	Indirect	TCV VII (A), L.P.
No	4	M	Indirect	Christopher P. Marshall
No	4	S	Indirect	Christopher P. Marshall

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option	Disposition	2013-02-27	2,800	$0.00	2,800	$22.07

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,741	2012-06-06	2022-06-06	No	4	M	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,295	Indirect	Marshall Carroll 2000 Trust
Common Stock	129	Indirect	Timothy P. McAdam
Common Stock	233	Indirect	Rosenberg Family Trust

Footnotes

This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VI, L.P., TCV Member Fund, L.P., Technology Crossover Management VI, L.L.C, and Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and Robert W. Trudeau (collectively, the "TCM VI Members" and, together with Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan, the "Management VII Class A Directors") on February 27, 2013.
These securities are directly held by TCV VII, L.P. ("TCV VII"). 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.
Mr. Marshall has sole voting and dispositive power over these 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. Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and Robert W. Trudeau (collectively 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.
The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $29.7072 to $29.7300. The Reporting Persons hereby undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
Includes additional 53 shares that were distributed in kind from Marshall Partners, and had previously been reported as owned by Marshall Partners.
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. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
John C. Rosenberg is a trustee of the Rosenberg Family Trust and may be deemed to beneficially own certain securities held by the Rosenberg Family Trust. Mr. Rosenberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Not applicable.
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.