Sec Form 4 Filing - Marshall Christopher P @ HOMEAWAY INC - 2012-03-07

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 Marshall Christopher P 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) X __ Other (specify below) May be part of a 13(g) group (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2012 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 03/07/2012 J( 1 ) 540,812 D $ 0 4,867,308 I TCV VII, L.P. ( 2 ) ( 3 ) Common Stock 03/07/2012 J( 4 ) 280,850 D $ 0 2,527,648 I TCV VII (A), L.P. ( 2 ) ( 5 ) Common Stock 03/07/2012 J( 6 ) 4,108 A $ 0 4,108 I Technology Crossover Management VII, L.P. ( 2 ) ( 7 ) Common Stock 03/07/2012 J( 8 ) 4,108 D $ 0 0 I Technology Crossover Management VII, L.P. ( 2 ) ( 7 ) Common Stock 03/07/2012 J( 9 ) 225 A $ 0 1,242 I Marshall Carroll 2000 Trust ( 2 ) ( 10 ) ( 11 ) Common Stock 03/07/2012 J( 12 ) 107 A $ 0 107 I Marshall Partners ( 2 ) ( 13 ) ( 11 ) Common Stock 03/07/2012 J( 14 ) 233 A $ 0 233 I Rosenberg Family Trust ( 2 ) ( 15 ) Common Stock 03/07/2012 J( 16 ) 240 A $ 0 240 I David L. Yuan ( 2 ) Common Stock 03/07/2012 S 240 D $ 25.1858 0 I David L. Yuan ( 2 ) Common Stock 03/07/2012 J( 17 ) 129 A $ 0 129 I Timothy P. McAdam ( 2 )

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 Marshall Christopher P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X May be part of a 13(g) group TCV VII LP C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(g) group TCV VII(A) L P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(g) group Technology Crossover Management VII, Ltd. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(g) group Technology Crossover Management VII, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(g) group McAdam Timothy P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(g) group Rosenberg John C. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(g) group Yuan David C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(g) group Signatures Frederic D. Fenton Authorized signatory for Christopher P. Marshall 03/09/2012 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for TCV VII, L.P. 03/09/2012 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for TCV VII(A), L.P. 03/09/2012 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for Technology Crossover Management VII, Ltd. 03/09/2012 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for Technology Crossover Management VII, L.P. 03/09/2012 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for Timoth y P. McAdam 03/09/2012 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for John C. Rosenberg 03/09/2012 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for David L. Yuan 03/09/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration. ( 2 )This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VI, L.P., TCV Member Fund, L.P., Technology Crossover Management VI, L.L.C, and Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and Robert W. Trudeau (collectively, the "TCM VI Members" and, together with Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan, the "Management VII Class A Directors") on March 9, 2012. ( 3 )These securities are directly held by TCV VII. The Management VII Class A Directors are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII") . Management VII is the general partner of TCM VII, which is the general partner of TCV VII. The Management VII Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, but each of the Management VII Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 4. ( 4 )In kind pro-rata distribution from TCV VII(A), L.P. ("TCV VII(A)") to its partners, without consideration. ( 5 )These securities are directly held by TCV VII(A). The Management VII Class A Directors are Class A Directors of Management VII and limited partners of TCM VII . Management VII is the general partner of TCM VII, which is the general partner of TCV VII(A). The Management VII Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII(A), but each of the Management VII Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 4. ( 6 )Acquisition by TCM VII pursuant to an in kind pro-rata distribution by TCV VII and TCV VII(A) to their partners, without consideration. ( 7 )These securities are directly held by TCM VII. The Management VII Class A Directors are Class A Directors of Management VII. Management VII is the general partner of TCM VII. The Management VII Class A Directors and Management VII may be deemed to beneficially own the securities held by TCM VII, but each of the Management VII Class A Directors and Management VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 4. ( 8 )In kind pro-rata distribution by TCM VII to its partners, without consideration. ( 9 )Acquisition by the Marshall Carroll 2000 Trust pursuant to an in kind pro-rata distribution by TCM VII and Member Fund to their partners, without consideration. ( 10 )Christopher P. Marshall is a trustee of the Marshall Carroll 2000 Trust and may be deemed to beneficially own certain securities held by the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 11 )Mr. Marshall is a former member of one or more entities affiliated with Trident Capital and, as such, has a continuing indirect interest in certain securities held by certain investment funds affiliated with Trident Capital that are not reported on this Form 4. Mr. Marshall disclaims beneficial ownership of those securities, except to the interest of his pecuniary interest therein. ( 12 )Acquisition by Marshall Partners pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration. ( 13 )Mr. Marshall is a partner of Marshall Partners and may be deemed to beneficially own certain securities held by Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 14 )Acquisition by the Rosenberg Family Trust pursuant to an in kind pro-rata distribution by TCM VII and Member Fund to their partners, without consideration. ( 15 )John C. Rosenberg is a trustee of the Rosenberg Family Trust and may be deemed to beneficially own certain securities held by the Rosenberg Family Trust. Mr. Rosenberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 16 )Acquisition by David L. Yuan pursuant to an in kind pro-rata distribution by TCM VII and Member Fund to their partners, without consideration. ( 17 )Acquisition by Timothy P. McAdam pursuant to an in kind pro-rata distribution by TCM VII to its partners, without consideration.

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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