Edgar Filing: HOMEAWAY INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BRODY JEFFREY D

2. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [AWAY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING 2, SUITE 290

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2011

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/05/2011		C		48,195	A	⁽¹⁾	141,257	I	By Redpoint Associates I, LLC ⁽²⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		29,845	A	⁽³⁾	171,102	I	By Redpoint Associates I, LLC ⁽²⁾ ⁽¹³⁾
Series A Redeemable Preferred Stock	07/05/2011		J⁽⁴⁾		78,036	D	⁽⁴⁾	0	I	By Redpoint Associates I, LLC ⁽²⁾ ⁽¹³⁾
Series B Redeemable Preferred Stock	07/05/2011		J⁽⁵⁾		6,877	D	⁽⁵⁾	0	I	By Redpoint Associates I, LLC ⁽²⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		21,784	A	⁽¹⁾	122,917	I	By Redpoint Associates II, LLC ⁽⁶⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		13,490	A	⁽³⁾	136,407	I	By Redpoint Associates II, LLC ⁽⁶⁾ ⁽¹³⁾
Series A Redeemable Preferred Stock	07/05/2011		J⁽⁴⁾		95,231	D	⁽⁴⁾	0	I	By Redpoint Associates II, LLC ⁽⁶⁾ ⁽¹³⁾
Series B Redeemable Preferred Stock	07/05/2011		J⁽⁵⁾		9,508	D	⁽⁵⁾	0	I	By Redpoint Associates II, LLC ⁽⁶⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		1,879,605	A	⁽¹⁾	5,509,024	I	By Redpoint Ventures I, L.P. ⁽⁷⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		1,163,962	A	⁽³⁾	6,672,986	I	By Redpoint Ventures I, L.P. ⁽⁷⁾ ⁽¹³⁾
Series A Redeemable Preferred Stock	07/05/2011		J⁽⁴⁾		3,043,361	D	⁽⁴⁾	0	I	By Redpoint Ventures I, L.P. ⁽⁷⁾ ⁽¹³⁾
Series B Redeemable Preferred Stock	07/05/2011		J⁽⁵⁾		268,226	D	⁽⁵⁾	0	I	By Redpoint Ventures I, L.P. ⁽⁷⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		942,116	A	⁽¹⁾	5,315,846	I	By Redpoint Ventures II, L.P. ⁽⁸⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		583,413	A	⁽³⁾	5,899,259	I	By Redpoint Ventures II, L.P. ⁽⁸⁾ ⁽¹³⁾
Series A Redeemable Preferred Stock	07/05/2011		J⁽⁴⁾		4,118,462	D	⁽⁴⁾	0	I	By Redpoint Ventures II, L.P. ⁽⁸⁾ ⁽¹³⁾
Series B Redeemable Preferred Stock	07/05/2011		J⁽⁵⁾		411,181	D	⁽⁵⁾	0	I	By Redpoint Ventures II, L.P. ⁽⁸⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		14,924	A	⁽¹⁾	102,621	I	By Redpoint Technology Partners A-1, L.P. ⁽⁹⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		6,327	A	⁽³⁾	108,948	I	By Redpoint Technology Partners A-1, L.P. ⁽⁹⁾ ⁽¹³⁾
Series A Redeemable Preferred Stock	07/05/2011		J⁽⁴⁾		75,759	D	⁽⁴⁾	0	I	By Redpoint Technology Partners A-1, L.P. ⁽⁹⁾ ⁽¹³⁾
Series B Redeemable Preferred Stock	07/05/2011		J⁽⁵⁾		4,260	D	⁽⁵⁾	0	I	By Redpoint Technology Partners A-1, L.P. ⁽⁹⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		93,376	A	⁽¹⁾	642,084	I	By Redpoint Technology Partners Q-1, L.P. ⁽¹⁰⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		39,589	A	⁽³⁾	681,673	I	By Redpoint Technology Partners Q-1, L.P. ⁽¹⁰⁾ ⁽¹³⁾
Series A Redeemable Preferred Stock	07/05/2011		J⁽⁴⁾		474,007	D	⁽⁴⁾	0	I	By Redpoint Technology Partners Q-1, L.P. ⁽¹⁰⁾ ⁽¹³⁾
Series B Redeemable Preferred Stock	07/05/2011		J⁽⁵⁾		26,651	D	⁽⁵⁾	0	I	By Redpoint Technology Partners Q-1, L.P. ⁽¹⁰⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		18,270	A	⁽¹⁾	18,720	I	By Redpoint Omega Associates, LLC ⁽¹¹⁾ ⁽¹³⁾
Series A Redeemable Preferred Stock	07/05/2011		J⁽⁴⁾		3,624	D	⁽⁴⁾	0	I	By Redpoint Omega Associates, LLC ⁽¹¹⁾ ⁽¹³⁾
Series B Redeemable Preferred Stock	07/05/2011		J⁽⁵⁾		231	D	⁽⁵⁾	0	I	By Redpoint Omega Associates, LLC ⁽¹¹⁾ ⁽¹³⁾
Common Stock	07/05/2011		C		646,066	A	⁽¹⁾	646,066	I	By Redpoint Omega, L.P. ⁽¹²⁾ ⁽¹³⁾
Series A Redeemable Preferred Stock	07/05/2011		J⁽⁴⁾		128,140	D	⁽⁴⁾	0	I	By Redpoint Omega, L.P. ⁽¹²⁾ ⁽¹³⁾
Series B Redeemable Preferred Stock	07/05/2011		J⁽⁵⁾		8,179	D	⁽⁵⁾	0	I	By Redpoint Omega, L.P. ⁽¹²⁾ ⁽¹³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Convertible Preferred Stock

⁽¹⁾

07/05/2011

48,195

⁽¹⁾

Common Stock

48,195

$ 0

By Redpoint Associates I, LLC ⁽²⁾ ⁽¹³⁾

Series D Convertible Preferred Stock

⁽³⁾

07/05/2011

29,845

⁽³⁾

Common Stock

29,845

$ 0

By Redpoint Associates I, LLC ⁽²⁾ ⁽¹³⁾

Series C Convertible Preferred Stock

⁽¹⁾

07/05/2011

21,784

⁽¹⁾

Common Stock

21,784

$ 0

By Redpoint Associates II, LLC ⁽⁶⁾ ⁽¹³⁾

Series D Convertible Preferred Stock

⁽³⁾

07/05/2011

13,490

⁽³⁾

Common Stock

13,490

$ 0

By Redpoint Associates II, LLC ⁽⁶⁾ ⁽¹³⁾

Series C Convertible Preferred Stock

⁽¹⁾

07/05/2011

1,879,605

⁽¹⁾

Common Stock

1,879,605

$ 0

By Redpoint Ventures I, L.P. ⁽⁷⁾ ⁽¹³⁾

Series D Convertible Preferred Stock

⁽³⁾

07/05/2011

1,163,962

⁽³⁾

Common Stock

1,163,962

$ 0

By Redpoint Ventures I, L.P. ⁽⁷⁾ ⁽¹³⁾

Series C Convertible Preferred Stock

⁽¹⁾

07/05/2011

942,116

⁽¹⁾

Common Stock

942,116

$ 0

By Redpoint Ventures II, L.P. ⁽⁸⁾ ⁽¹³⁾

Series D Convertible Preferred Stock

⁽³⁾

07/05/2011

583,413

⁽³⁾

Common Stock

583,413

$ 0

By Redpoint Ventures II, L.P. ⁽⁸⁾ ⁽¹³⁾

Series C Convertible Preferred Stock

⁽¹⁾

07/05/2011

14,924

⁽¹⁾

Common Stock

14,924

$ 0

By Redpoint Technology Partners A-1, L.P. ⁽⁹⁾ ⁽¹³⁾

Series D Convertible Preferred Stock

⁽³⁾

07/05/2011

6,327

⁽³⁾

Common Stock

6,327

$ 0

By Redpoint Technology Partners A-1, L.P. ⁽⁹⁾ ⁽¹³⁾

Series C Convertible Preferred Stock

⁽¹⁾

07/05/2011

93,376

⁽¹⁾

Common Stock

93,376

$ 0

By Redpoint Technology Partners Q-1, L.P. ⁽¹⁰⁾ ⁽¹³⁾

Series D Convertible Preferred Stock

⁽³⁾

07/05/2011

39,589

⁽³⁾

Common Stock

39,589

$ 0

By Redpoint Technology Partners Q-1, L.P. ⁽¹⁰⁾ ⁽¹³⁾

Series C Convertible Preferred Stock

⁽¹⁾

07/05/2011

18,270

⁽¹⁾

Common Stock

18,270

$ 0

By Redpoint Omega Associates, LLC ⁽¹¹⁾ ⁽¹³⁾

Series C Convertible Preferred Stock

⁽¹⁾

07/05/2011

646,066

⁽¹⁾

Common Stock

646,066

$ 0

By Redpoint Omega, L.P. ⁽¹²⁾ ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BRODY JEFFREY D 3000 SAND HILL ROAD BUILDING 2, SUITE 290 MENLO PARK, CA 94025	X	X

Signatures

/s/ Melissa Frug?? (as Attorney-in-Fact)		07/05/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	The Shares are owned by Redpoint Associates I, LLC ("RA I"). Redpoint Ventures I, LLC ("RV I LLC") serves as the Manager of RA I, and has sole voting and investment control over the shares owned by RA I, and may be deemed to beneficially own the shares held by RA I. RV I LLC owns no securities of the Issuer directly.
(3)	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.
(4)	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 $165,402.11 to RA I, $201,847.98 to RA II, $6,450,591.24 to RV I, $8,729,334.09 to RV II, $160,575.87 to RTP A, $1,004,687.06 to RTP Q, $7,681.29 to ROA and $271,600.63 to RO LP.
(5)	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 $19,379.20 to RA I, $26,793.28 to RA II, $755,853.52 to RV I, $1,158,696.79 to RV II, $12,004.56 to RTP A, $75,101.79 to RTP Q, $650.95 to ROA and $23,048.20 to RO LP.
(6)	The Shares are owned by Redpoint Associates II, LLC ("RA II").
(7)	The Shares are owned by Redpoint Ventures I, L.P. ("RV I"). RV I LLC serves as the sole General Partner of RV I, and has sole voting and investment control over the shares owned by RV I, and may be deemed to beneficially own the shares held by RV I. RV I LLC owns no securities of the Issuer directly.
(8)	The Shares are owned by Redpoint Ventures II, L.P. ("RV II"). Redpoint Ventures II, LLC ("RV II LLC") serves as the sole General Partner of RV II, and has sole voting and investment control over the shares owned by RV II, and may be deemed to beneficially own the shares held by RV II. RV II LLC owns no securities of the Issuer directly.
(9)	The Shares are owned by Redpoint Technology Partners A-1, L.P. ("RTP A"). RV I LLC serves as the sole General Partner of RTP A, and has sole voting and investment control over the shares owned by RTP A, and may be deemed to beneficially own the shares held by RTP A. RV I LLC owns no securities of the Issuer directly.
(10)	The Shares are owned by Redpoint Technology Partners Q-1, L.P. ("RTP Q"). RV I LLC serves as the sole General Partner of RTP Q, and has sole voting and investment control over the shares owned by RTP Q, and may be deemed to beneficially own the shares held by RTP Q. RV I LLC owns no securities of the Issuer directly.
(11)	The Shares are owned by Redpoint Omega Associates, LLC ("ROA").
(12)	The Shares are owned by Redpoint Omega, L.P. ("RO LP"). Redpoint Omega, LLC ("RO LLC") serves as the sole General Partner of RO LP, and has sole voting and investment control over the shares owned by RO LP, and may be deemed to beneficially own the shares held by RO LP. RO LLC owns no securities of the Issuer directly.
(13)	The Reporting Person is a Managing Director of RV I LLC, RA II, RV II LLC, ROA and RO LLC. As such, the Reporting Person may be deemed to have indirect beneficial ownership of the shares held by RA I, RA II, RV I, RV II, RTP A, RTP Q, ROA and RO LP. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

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