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Filing Details

Accession Number:: 0001440008-11-000006
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-07-05 17:38:27
Reporting Period:: 2011-07-05

Filing Date:: 2011-07-05
Accepted Time:: 2011-07-05 17:38:27
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	Yes	Yes
1406576	C. John Rosenberg	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	Yes	Yes
1419272	P L Vii(A) Tcv	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	Yes	Yes
1420295	Tcv Vii Lp	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	Yes	Yes
1440008	P Christopher Marshall	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	Yes	No	Yes	Yes
1466999	Technology Crossover Management Vii, Ltd.	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	Yes	Yes
1467001	Technology Crossover Management Vii, L.p.	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	Yes	Yes
1498115	P Timothy Mcadam	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	Yes	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	Acquisiton	2011-07-05	243,357	$0.00	283,720	No	4	C	Indirect	TCV VII, L.P.
Common Stock	Acquisiton	2011-07-05	5,007,535	$0.00	5,291,255	No	4	C	Indirect	TCV VII, L.P.
Common Stock	Acquisiton	2011-07-05	116,865	$27.00	5,408,120	No	4	P	Indirect	TCV VII, L.P.
Series A Redeemable Preferred Stock	Disposition	2011-07-05	48,268	$0.00	0	No	4	J	Indirect	TCV VII, L.P.
Series B Redeemable Preferred Stock	Disposition	2011-07-05	3,083	$0.00	0	No	4	J	Indirect	TCV VII, L.P.
Common Stock	Acquisiton	2011-07-05	126,375	$0.00	147,275	No	4	C	Indirect	TCV VII (A), L.P.
Common Stock	Acquisiton	2011-07-05	2,600,532	$0.00	2,747,807	No	4	C	Indirect	TCV VII (A), L.P.
Common Stock	Acquisiton	2011-07-05	60,691	$27.00	2,808,498	No	4	P	Indirect	TCV VII (A), L.P.
Series A Redeemable Preferred Stock	Disposition	2011-07-05	25,066	$0.00	0	No	4	J	Indirect	TCV VII (A), L.P.
Series B Redeemable Preferred Stock	Disposition	2011-07-05	1,600	$0.00	0	No	4	J	Indirect	TCV VII (A), L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	TCV VII, L.P.
No	4	C	Indirect	TCV VII, L.P.
No	4	P	Indirect	TCV VII, L.P.
No	4	J	Indirect	TCV VII, L.P.
No	4	J	Indirect	TCV VII, L.P.
No	4	C	Indirect	TCV VII (A), L.P.
No	4	C	Indirect	TCV VII (A), L.P.
No	4	P	Indirect	TCV VII (A), L.P.
No	4	J	Indirect	TCV VII (A), L.P.
No	4	J	Indirect	TCV VII (A), L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-07-05	243,357	$0.00	243,357	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2011-07-05	5,007,535	$0.00	5,007,535	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-07-05	126,375	$0.00	126,375	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2011-07-05	2,600,532	$0.00	2,600,532	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

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.
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, William J.G. Griffith IV, 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 "TCM VII Class A Directors") on July 5, 2011.
These securities are directly held by TCV VII, L.P. The TCM 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, L.P. The TCM VII Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but each of the TCM VII Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 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.
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 $102,307.00 to TCV VII, L.P. and $53,128.93 to TCV VII (A), L.P.
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 $8,687.81 to TCV VII, L.P. and $4,508.76 to TCV VII (A), L.P.
These securities are directly held by TCV VII (A), L.P. The TCM 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), L.P. The TCM VII Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but each of the TCM VII Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 4.