Edgar Filing: THORNTON JOHN D

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 ^*

Siegel Philip S

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)

300 WEST 6TH ST., SUITE 2300

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2012

(Street)

AUSTIN, TX 78701

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	11/06/2012		S		105,945	D	$ 22.2289 ⁽¹⁾	741,611	I	By Austin Ventures X, L.P. ⁽²⁾
Common Stock								200,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Siegel Philip S 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701	X	X
AUSTIN VENTURES X LP 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701		X
AV Partners X, L.P. 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701		X
AV Partners X, L.L.C. 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701		X
ARAGONA JOSEPH C 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701		X
DEANGELIS KENNETH P 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701		X
THORNTON JOHN D 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701		X
PACITTI CHRISTOPHER A 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701		X

Signatures

Kevin A. Kunz, Attorney-in-fact for Philip S. Siegel		11/08/2012
^**Signature of Reporting Person		Date
Kevin A. Kunz, Attorney-in-fact for Austin Ventures X, L.P.		11/08/2012
^**Signature of Reporting Person		Date
Kevin A. Kunz, Attorney-in-fact for AV Partners X, L.P.		11/08/2012
^**Signature of Reporting Person		Date
Kevin A. Kunz, Attorney-in-fact for AV Partners X, L.L.C.		11/08/2012
^**Signature of Reporting Person		Date
Kevin A. Kunz, Attorney-in-fact for Joseph C. Aragona		11/08/2012
^**Signature of Reporting Person		Date
Kevin A. Kunz, Attorney-in-fact for Kenneth P. DeAngelis		11/08/2012
^**Signature of Reporting Person		Date
Kevin A. Kunz, Attorney-in-fact for John D. Thornton		11/08/2012
^**Signature of Reporting Person		Date
Kevin A. Kunz, Attorney-in-fact for Christopher A. Pacitti		11/08/2012
^**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)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $22.10 to $22.51 per share. The Reporting Persons undertake to provide, upon request by the SEC staff, the Issuer, or a securityholder of the Issuer, full information regarding the number of shares sold at each separate price.
(2)	Shares held directly by Austin Ventures X, L.P. ("AV X"). AV Partners X, L.P. ("AVP X LP"), the general partner of AV X and AV Partners X, L.L.C. ("AVP X LLC"), the general partner of AVP X LP, may be deemed to have sole voting and dispositive power over the shares held by AV X. Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton, Christopher A. Pacitti and Philip S. Siegel are members of AVP X LLC and may be deemed to share voting and dispositive power over the shares held by AV X. Such persons and entities disclaim beneficial ownership of the shares held by AV X except to the extent of their pecuniary interest therein.
Remarks: Philip S. Siegel is a director of the issuer. Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton, Christopher A. Pacitti and Philip S. Siegel are members of AV Partners X, L.L.C. which serves as the general partner of AV Partners X, L.P., the general partner of Austin Ventures X, L.P. Each Reporting Owner disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Owner's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Owner, and this report shall not be deemed an admission that such Reporting Owner is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

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