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Filing Details

Accession Number:: 0001440008-14-000006
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-05 17:59:41
Reporting Period:: 2014-08-01

Filing Date:: 2014-08-05
Accepted Time:: 2014-08-05 17:59:41
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	Insider Title	Director	Officer	Large Shareholder	Other
1440008	P Christopher Marshall	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301		Yes	No	No	No

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	Acquisiton	2014-08-01	2,382	$0.00	3,809	No	4	A	Direct
Common Stock	Disposition	2014-08-04	572,569	$33.08	1,840,872	No	4	S	Indirect	TCV VII, L.P.
Common Stock	Disposition	2014-08-04	297,342	$33.08	955,985	No	4	S	Indirect	TCV VII (A), L.P.
Common Stock	Disposition	2014-08-04	5,089	$33.08	27,885	No	4	S	Indirect	TCV Member Fund, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	S	Indirect	TCV VII, L.P.
No	4	S	Indirect	TCV VII (A), L.P.
No	4	S	Indirect	TCV Member Fund, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Options (Right to Buy)	Acquisiton	2014-08-01	6,150	$0.00	6,150	$33.83

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,150		2024-08-01	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	5,965	Indirect	Marshall Carroll 2000 Trust
Common Stock	1,463,735	Indirect	TCV VI, L.P.

Footnotes

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.