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 ^*

AV PARTNERS VIII LP

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

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

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

(Last)

(First)

(Middle)

300 WEST 6TH STREET, 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		J⁽¹⁾		2,142,509	D	$ 0	14,997,563	I ⁽²⁾	By Austin Ventures VIII, L.P. ⁽³⁾
Common Stock	11/06/2012		J⁽⁴⁾		21,425	A	$ 0	21,425	D
Common Stock	11/06/2012		S		21,425	D	$ 22.2289 ⁽⁵⁾	0	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
AV PARTNERS VIII LP 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX 78701		X
AUSTIN VENTURES VIII LP 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX 78701		X
ARAGONA JOSEPH C 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX 78701		X
DEANGELIS KENNETH P 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX 78701		X
THORNTON JOHN D 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX 78701		X
PACITTI CHRISTOPHER A 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX 78701		X

Signatures

Kevin A. Kunz, Attorney-in-fact for AV Partners VIII, L.P.		11/08/2012
^**Signature of Reporting Person		Date
Kevin A. Kunz, Attorney-in-fact for Austin Ventures VIII, L.P.		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)	Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Austin Ventures VIII, L.P. ("AV VIII") without consideration to its limited partners and its general partner, AV Partners VIII, L.P. ("AVP VIII").
(2)	Shares held directly by AV VIII. AVP VIII may be deemed to have sole voting and dispositive power over the shares held by AV VIII. Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton and Christopher A. Pacitti are the general partners of AVP VIII and may be deemed to share voting and dispositive power over the shares held by AV VIII. Such persons and entities disclaim beneficial ownership over the shares held by AV VIII except to the extent of any pecuniary interest therein.
(3)	AVP VIII is the general partner of AV VIII.
(4)	Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by AV VIII described in footnote 1.
(5)	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.
Remarks: Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton and Christopher A. Pacitti are the general partners of AV Partners VIII, L.P., which serves as the general partner of Austin Ventures VIII, 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 securities for purposes of Section 16 or for any other purpose.

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