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Filing Details

Accession Number:: 0001440008-14-000009
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-13 17:56:23
Reporting Period:: 2014-08-11

Filing Date:: 2014-08-13
Accepted Time:: 2014-08-13 17:56:23
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	Disposition	2014-08-11	1,463,765	$0.00	0	No	4	J	Indirect	TCV VI, L.P.
Common Stock	Disposition	2014-08-11	1,840,872	$0.00	0	No	4	J	Indirect	TCV VII, L.P.
Common Stock	Disposition	2014-08-11	955,985	$0.00	0	No	4	J	Indirect	TCV VII (A), L.P.
Common Stock	Disposition	2014-08-11	27,885	$0.00	0	No	4	J	Indirect	TCV Member Fund, L.P.
Common Stock	Acquisiton	2014-08-11	376,919	$0.00	376,919	No	4	J	Indirect	Technology Crossover Management VI, L.L.C.
Common Stock	Disposition	2014-08-11	376,919	$0.00	0	No	4	J	Indirect	Technology Crossover Management VI, L.L.C.
Common Stock	Acquisiton	2014-08-11	8,989	$0.00	14,954	No	4	J	Indirect	Marshall Carroll 2000 Trust
Common Stock	Acquisiton	2014-08-11	373	$0.00	373	No	4	J	Indirect	Marshall Partners
Common Stock	Disposition	2014-08-11	373	$0.00	0	No	4	J	Indirect	Marshall Partners
Common Stock	Acquisiton	2014-08-11	187	$0.00	15,141	No	4	J	Indirect	Marshall Carroll 2000 Trust
Common Stock	Acquisiton	2014-08-12	20,814	$25.54	24,623	No	4	M	Direct
Common Stock	Acquisiton	2014-08-12	7,472	$30.52	32,095	No	4	M	Direct
Common Stock	Disposition	2014-08-12	28,286	$32.98	3,809	No	4	S	Direct
Common Stock	Disposition	2014-08-12	1,427	$32.99	2,382	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	TCV VI, L.P.
No	4	J	Indirect	TCV VII, L.P.
No	4	J	Indirect	TCV VII (A), L.P.
No	4	J	Indirect	TCV Member Fund, L.P.
No	4	J	Indirect	Technology Crossover Management VI, L.L.C.
No	4	J	Indirect	Technology Crossover Management VI, L.L.C.
No	4	J	Indirect	Marshall Carroll 2000 Trust
No	4	J	Indirect	Marshall Partners
No	4	J	Indirect	Marshall Partners
No	4	J	Indirect	Marshall Carroll 2000 Trust
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

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	2014-08-12	20,814	$0.00	20,814	$25.24
Common Stock	Stock Option	Disposition	2014-08-12	7,472	$0.00	7,472	$30.52

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,948		2022-03-26	No	4	M	Direct
0		2023-08-01	No	4	M	Direct

Footnotes

In kind pro-rata distribution from TCV VI, L.P. ("TCV VI") to its partners, without consideration.
These shares are directly held by TCV VI. Christopher Marshall is an Assignee of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI. Christopher Marshall may be deemed to beneficially own the shares held by TCV VI but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.
These shares are directly held by TCV VII. Christopher Marshall is a Class A Director of Technology Crossover Management VII, Ltd. ("Management VII") and a limited partner of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII. Christopher Marshall may be deemed to beneficially own the shares held by TCV VII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII(A)") to its partners, without consideration.
These shares are directly held by TCV VII (A). Christopher Marshall is a Class A Director of Management VII and a limited partner of TCM VII. Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII (A). Christopher Marshall may be deemed to beneficially own the shares held by TCV VII (A) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration.
These shares are directly held by Member Fund. Christopher Marshall is a limited partner of Member Fund, an Assignee of TCM VI, and a Class A Director of Management VII. Each of TCM VI and Management VII is a general partner of Member Fund. Christopher Marshall may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Acquisition by TCM VI pursuant to an in kind pro-rata distribution by TCV VI to its partners, without consideration.
These securities are directly held by TCM VI. Christopher Marshall is an Assignee of TCM VI. Christopher Marshall may be deemed to beneficially own the shares held by TCM VI but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
In kind pro-rata distribution by TCM VI to its partners, without consideration.
Acquisition by the Marshall Carroll 2000 Trust pursuant to an in kind pro-rata distribution by TCM VI and Member Fund to their partners, without consideration.
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.
Acquisition by Marshall Partners pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
Christopher Marshall is a partner of Marshall Partners and may be deemed to beneficially own certain securities held by Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
In kind pro-rata distribution by Marshall Partners to its partners, without consideration.
Acquisition by the Marshall Carroll 2000 Trust pursuant to distribution by Marshall Partners, without consideration.
These options are held directly by Christopher Marshall. Mr. Marshall has sole voting and dispositive power over the options and the underlying shares; however, TCV VI Management, L.L.C. and TCV VII Management, L.L.C. own 100% of the pecuniary interest therein. Mr. Marshall is a member of TCV VII Management, L.L.C.; however, he disclaims beneficial ownership of such options and the underlying shares except to the extent of his pecuniary interest therein.
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 and TCV VII Management, own 100% of the pecuniary interest therein. Mr. Marshall is a member of TCV VII Management, L.L.C.; however, he disclaims beneficial ownership of such options and the underlying shares except to the extent of his pecuniary interest therein.
The award was granted on March 27, 2012. 743.49 shares of common stock subject to the option vest on the first day of each month beginning on April 1, 2012 and will continue to vest until April 1, 2015, provided that Mr. Marshall continues to serve on the board.
The award was granted on August 1, 2013. 1/12th of the shares of common stock subject to the option vested each month following the vesting commencement date, such that the award fully vested on August 1, 2014.
Not Applicable