Sec Form 4 Filing - BRODY JEFFREY D @ HOMEAWAY INC - 2012-10-02

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 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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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 (MM/DD/YY) 10/02/2012 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 10/02/2012 S 2,439 D $ 24.5 110,472 I By Family Trust ( 1 ) Common Stock 99,486 I Redpoint Associates I, LLC ( 2 ) ( 3 ) Common Stock 79,311 I By Redpoint Associates II, LLC ( 4 ) ( 5 ) Common Stock 3,879,911 I By Redpoint Ventures I, L.P. ( 3 ) ( 6 ) Common Stock 3,430,040 I By Redpoint Ventures II, L.P. ( 5 ) ( 7 ) Common Stock 10,623 I By Redpoint Omega Associates, LLC ( 8 ) ( 9 ) Common Stock 375,646 I By Redpoint Omega, L.P. ( 9 ) ( 10 ) Common Stock 65,624 I By Redpoint Technology Partners A-I, L.P. ( 3 ) ( 11 ) Common Stock 410,543 I By Redpoint Technology Partners Q-I, L.P. ( 3 ) ( 12 ) Common Stock 10/02/2012 S 352 D $ 24.5 17,355 I By Partnership ( 13 ) Common Stock 10/02/2012 S 39 D $ 24.5 1,960 I By Partnership ( 14 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRODY JEFFREY D 3000 SAND HILL ROAD BUILDING 2, SUITE 290 MENLO PARK, CA94025 X X Signatures /s/ Melissa Fruge, Attorney-in-Fact for Jeffrey D. Brody 10/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held by the Brody Family Trust U/D/T dated July 1, 1994 (the "Family Trust"). The Reporting Person is a trustee and beneficiary of the Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Family Trust except to the extent of his proportionate pecuniary interest therein. ( 2 )The shares are held by Redpoint Associates I, LLC ("RA I"). ( 3 )The Reporting Person is a Managing Director of Redpoint Ventures I, LLC, which serves as the manager of RA I and serves as the general partner of RV I LP, RTP A and RTP Q. As such, the Reporting Person shares voting and investment power over the shares held by RA I, RV I LP, RTP A and RTP Q. The Reporting Person disclaims beneficial ownership of the shares held by RA I, RV I LP, RTP A and RTP Q except to the extent of his proportionate pecuniary interest therein. ( 4 )The shares are held by Redpoint Associates II, LLC ("RA II"). ( 5 )The Reporting Person is a Managing Director of Redpoint Ventures II, LLC (RV II LLC"), which serves as the general partner of RV II LP. RV II LLC and RA II are under common control. As such, the Reporting Person shares voting and investment power over the shares held by RV II LP and RA II. The Reporting Person disclaims beneficial ownership of the shares held by RV II LP and RA II except to the extent of his proportionate pecuniary interest therein. ( 6 )The shares are held by Redpoint Ventures I, L.P. ("RV I LP"). ( 7 )The shares are held by Redpoint Ventures II, L.P. ("RV II LP"). ( 8 )The shares are held by Redpoint Omega Associates, LLC ("RO Associates"). ( 9 )The Reporting Person is a Managing Director of Redpoint Omega, LLC ("RO LLC"), which serves as the general partner of RO LP. RO LLC and RO Associates are under common control. As such, the Reporting Person shares voting and investment power over the shares held by RO LP and RO Associates. The Reporting Person disclaims beneficial ownership of the shares held by RO LP and RO Associates except to the extent of his proportionate pecuniary interest therein. ( 10 )The shares are held by Redpoint Omega, L.P. ("RO LP"). ( 11 )The shares are held by Redpoint Technology Partners A-I, L.P. ("RTP A"). ( 12 )The shares are held by Redpoint Technology Partners Q-I, L.P. ("RTP Q"). ( 13 )The shares are held by the Brody Children's Partnership (the "Children's Partnership"). The Reporting Person is a general partner of the Children's Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Children's Partnership except to the extent of his proportionate pecuniary interest therein. ( 14 )The shares are held by Koga Partners, L.P. ("Koga"). The Reporting Person is a general partner of Koga. The Reporting Person disclaims beneficial ownership of the shares held by Koga except to the extent of his proportionate pecuniary interest therein.

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

* 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).

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