Sec Form 4 Filing - SHARPLES BRIAN @ HOMEAWAY INC - 2015-12-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) CEO, President and Chairman (Last) (First) (Middle) 1011 W. FIFTH STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2015 (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 12/15/2015 D( 1 ) 11,403 D 0 I By the Hawken Drake Sharples 2009 Trust ( 3 ) Common Stock 12/15/2015 D( 1 ) 11,402 D 0 I By the Emma Jette Sharples 2002 Trust ( 4 ) Common Stock 12/15/2015 D( 1 ) 11,402 D 0 I By the Chloe Marie Sharples 1998 Trust ( 5 ) Common Stock 12/15/2015 D( 1 ) 255,261 D 0 D

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 $ 33.44 12/15/2015 D( 1 ) 150,000 ( 7 ) 05/01/2024 Common Stock 150,000 ( 8 ) 0 D Stock Option $ 8.1 12/15/2015 D( 1 ) 11,682 ( 9 ) 01/29/2018 Common Stock 11,682 ( 8 ) 0 D Stock Option $ 30.43 12/15/2015 D( 1 ) 162,025 ( 7 ) 03/05/2023 Common Stock 162,025 ( 8 ) 0 D Stock Option $ 19.97 12/15/2015 D( 1 ) 712,000 ( 10 ) 02/10/2021 Common Stock 712,000 ( 8 ) 0 D Stock Option $ 2.06 12/15/2015 D( 1 ) 194,000 ( 11 ) 01/30/2017 Common Stock 194,000 ( 8 ) 0 D Stock Option $ 25.54 12/15/2015 D( 1 ) 115,240 ( 7 ) 03/27/2022 Common Stock 115,240 ( 8 ) 0 D Stock Option $ 27.48 12/15/2015 D( 1 ) 194,119 ( 7 ) 05/01/2025 Common Stock 194,119 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHARPLES BRIAN 1011 W. FIFTH STREET, SUITE 300 AUSTIN, TX78703 X CEO, President and Chairman Signatures /s/ Melissa Fruge, as Attorney-in-Fact for Brian Sharples 12/15/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Reorganization by and among Expedia, Inc., HMS 1 Inc. and HomeAway, Inc. dated as of November 4, 2015 (the "Merger Agreement"). ( 2 )Pursuant to the Merger Agreement, each share of the stock was exchanged for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement) per share of common stock. ( 3 )The reporting person is the trustee of The Hawken Drake Sharples 2009 Trust, and has voting and dispositive power over the shares held by said trust. ( 4 )The reporting person is the trustee of The Emma Jette Sharples 2002 Trust, and has voting and dispositive power over the shares held by said trust. ( 5 )The reporting person is the trustee of The Chloe Marie Sharples 1998 Trust, and has voting and dispositive power over the shares held by said trust. ( 6 )Pursuant to the Merger Agreement, (i) 38,594 shares of the common stock were exchanged for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement) per share of common stock, (ii) 110,648 restricted stock awards vested immediately prior to the First Effective Time (as defined in the Merger Agreement) and were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each share of common stock subject to each such restricted stock award, less applicable tax withholdings, and (iii) 106,019 restricted stock units vested immediately prior to the First Effective Time and were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of Parent Common Stock in respect of each share of common stock subject to each such vested restricted stock unit, less applicable tax withholdings. ( 7 )Fully vested as of December 15, 2015. ( 8 )Each share of common stock subject to the options were cancelled pursuant to the Merger Agreement in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each Net Share covered by such options, less applicable tax withholdi ngs. ( 9 )Fully vested on December 10, 2010. ( 10 )Fully vested on February 10, 2015. ( 11 )Full vested on January 31, 2011.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.