Sec Form 4 Filing - Shepherd Carl Gordon @ HOMEAWAY INC - 2013-02-01

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 Shepherd Carl Gordon 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) Chief Strategy & Dev. Officer (Last) (First) (Middle) 1011 W. FIFTH STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2013 (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 02/01/2013 S( 1 ) 10,000 D $ 23.765 ( 2 ) 392,199 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 Restricted Stock $ 0 ( 3 ) ( 5 ) ( 5 ) Common Stock 10,702 10,702 D Stock Options $ 25.54 ( 4 ) 03/27/2022 Common 52,848 52,848 D Stock Options $ 19.97 ( 4 ) 02/10/2021 Common Stock 100,000 100,000 D Stock Options $ 13.49 ( 4 ) 11/13/2019 Common Stock 63,886 63,886 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shepherd Carl Gordon 1011 W. FIFTH STREET, SUITE 300 AUSTIN, TX78703 X Chief Strategy & Dev. Officer Signatures /s/ Melissa Fruge as Attorney-in-Fact for Carl Shepherd 02/05/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transaction pursuant to a 10b5-1 Trading Plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. ( 2 )(2) The price in Column 4 is a weighted average. The prices ranged from $23.57 to $23.95 ( 3 )Each restricted stock unit represents a contingent right to receive one share of HomeAway common stock. ( 4 )Vested as to 1/16th of the shares subject to the option three months following the date of grant and as to 1/48th of the shares subject to the option each month thereafter. ( 5 )Vests in sixteen (16) equal quarterly installments beginning September 1, 2012. Shares will be delivered on the vesting date.

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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