Sec Form 4 Filing - SHARPLES BRIAN @ HOMEAWAY INC - 2013-04-01

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 SHARPLES BRIAN 2. Issuer Name and Ticker or Trading Symbol HOMEAWAY INC [ AWAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1011 W. FIFTH STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2013 (Street) AUSTIN, TX78703 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 04/01/2013 S( 17 ) 36,424 D $ 31.3843 ( 13 ) 741,089 I By Moose Pond Investments, LP ( 1 ) Common Stock 04/01/2013 S( 17 ) 600 D $ 32.1317 ( 14 ) 740,489 I By Moose Pond Investments, LP ( 1 ) Common Stock 04/01/2013 S( 17 ) 1,806 D $ 31.3841 ( 15 ) 63,194 I Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Chloe Marie Sharples ( 2 ) Common Stock 04/01/2013 S( 17 ) 1,706 D $ 31.3844 ( 15 ) 63,294 I Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Emma Jette Sharples ( 3 ) Common Stock 04/01/2013 S( 17 ) 100 D $ 32.14 63,194 I Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Emma Jette Sharples ( 3 ) Common Stock 04/01/2013 S( 17 ) 1,806 D $ 31.4013 ( 15 ) 63,194 I Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Hawken Drake Sharples ( 4 ) Common Stock 04/01/2013 S( 17 ) 9,424 D $ 31.4071 ( 15 ) 190,576 I By Sharples Venture Partners, LP ( 5 ) Common Stock 04/01/2013 S( 17 ) 100 D $ 32.13 190,476 I By Sharples Venture Partners, LP ( 5 ) Common Stock 04/01/2013 S( 17 ) 2,490 D $ 31.3711 ( 15 ) 104,041 D Common Stock 04/01/2013 S( 17 ) 200 D $ 32.2 ( 16 ) 103,841 D Common Stock 11,402 I By the Chloe Marie Sharples 1998 Trust ( 6 ) Common Stock 11,402 I By the Emma Jette Sharples 2002 Trust ( 7 ) Common Stock 11,403 I By the Hawken Drake Sharples 2009 Trust

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 Stock Option $ 30.43 ( 12 ) 03/05/2023 Common Stock 162,025 162,025 D Stock Option $ 19.97 ( 10 ) 02/10/2021 Common Stock 712,000 712,000 D Stock Option $ 8.1 ( 8 ) 01/30/2018 Common Stock 126,262 126,262 D Stock Option $ 2.06 ( 9 ) 01/29/2017 Common Stock 194,000 194,000 D Stock Option $ 25.54 ( 11 ) 03/27/2022 Common Stock 115,240 115,240 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHARPLES BRIAN 1011 W. FIFTH STREET, SUITE 300 AUSTIN, TX78703 X President and CEO Signatures Melissa Fruge as Attorney-In-Fact for Brian Sharples 04/03/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is the limited partner of Moose Pond Investments, LP and the sole manager of Moose Pond Mgt., LLC, the general partner of Moose Pond Investments LP, and has voting and dispositive power over the shares held by Moose Pond Investments, LP. ( 2 )The reporting person is the trustee of the Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Chloe Marie Sharples and has voting and dispositive power over the shares held by the trust. ( 3 )The reporting person is the trustee of the Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Emma Jette Sharples and has voting and dispositive power over the shares held by the trust. ( 4 )The reporting person is the trustee of the Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Hawken Drake Sharples and has voting and dispositive power over the shares held by the trust. ( 5 )The reporting person is a general partner of Sharples Venture Partners, LP and has sole voting and dispositive power over the shares held by Sharples Venture Partners, LP. ( 6 )The reporting person is the trustee of The Chloe Marie Sharples 1998 Trust and has voting and dispositive power over the shares held by the trust. ( 7 )The reporting person is the trustee of The Emma Jette Sharples 2002 Trust and has voting and dispositive power over the shares held by the trust. ( 8 )This option fully vested as of December 29, 2010. ( 9 )This option fully vested as of January 31, 2011. ( 10 )6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three months following the Vesting Commencement Date and an additional one forty-eighth (1/48th) of the total number of shares of Common Stock subject to the Option shall vest on the corresponding day of each month thereafter, or to the extent such a month does not have the corresponding day, on the last day of any such month, and will be fully vested as of February 10, 2015. ( 11 )6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three months following the Vesting Commencement Date and an additional one forty-eighth (1/48th) of the total number of shares of Common Stock subject to the Option shall vest on the corresponding day of each month thereafter, or to the extent such a month does not have the corresponding day, on the last day of any such month, and will be fully vested as of April 01, 2016. ( 12 )6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three months following the Vesting Commencement Date and an additional one forty-eighth (1/48th) of the total number of shares of Common Stock subject to the Option shall vest on the corresponding day of each month thereafter, or to the extent such a month does not have the corresponding day, on the last day of any such month, and will be fully vested as of 04/01/2017 ( 13 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $31.06 to $32.01. ( 14 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $32.13 to $32.14. ( 15 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $31.07 to $32.02. ( 16 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $32.09 to $32.31. ( 17 )Transaction pursuant to a 10b5-1 Plan adopted by the Reporting Person.

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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