Sec Form 4 Filing - Buhrdorf Ross @ 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 Buhrdorf Ross 2. Issuer Name and Ticker or Trading Symbol HOMEAWAY INC [ AWAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (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 M 7,175 A $ 13.49 24,959 D Common Stock 04/01/2013 S( 4 ) 7,175 D $ 31.3944 ( 5 ) 17,784 D Common Stock 04/01/2013 S( 4 ) 434 D $ 31.3944 ( 5 ) 17,350 D Common Stock 04/01/2013 S( 4 ) 100 D $ 32.13 17,250 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 $ 13.49 04/01/2013 M 7,175 11/13/2010 11/13/2019 Common Stock 7,175 $ 0 35,367 D Stock Option $ 0.01 ( 6 ) 07/22/2015 Common Stock 125,000 125,000 D Stock Option $ 19.97 03/10/2012 02/10/2021 Common Stock 75,000 75,000 D Stock Option $ 25.54 ( 7 ) 03/27/2022 Common Stock 59,792 59,792 D Stock Option $ 30.43 ( 3 ) 03/05/2023 Common Stock 55,696 55,696 D Restricted Stock Units ( 1 ) ( 2 ) ( 2 ) Common Stock 11,244 11,244 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Buhrdorf Ross 1011 W. FIFTH STREET, SUITE 300 AUSTIN, TX78703 Chief Technology Officer Signatures /s/ Melissa Fruge, Attorney-in-Fact for Ross Buhrdorf 04/03/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of HomeAway common stock. ( 2 )Six and one quarter percent (6.25%) of the restricted stock units will vest each quarter over a period of four years beginning June 1, 2012, subject to continued service through each vesting date. Shares will be delivered on the vesting date. ( 3 )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 ( 4 )Transaction pursuant to a 10b5-1 Plan adopted by the Reporting Person. ( 5 )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. ( 6 )1/4th of the Shares subject to the Option shall vest and become exercisable on the first anniversary of the Vesting Start Date and an additional 1/48th of the options vest and become exercisable 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, until all the shares are vested and exercisable. ( 7 )Three forty-eighths (3/48th) of the Shares subject to the Restricted Stock Unit shall vest on the corresponding day of the third month following the Vesting Commencement Date, and an additional three forty-eighths (3/48th) of the Shares subject to the Restricted Stock Unit shall vest quarterly thereafter, until all the Shares are vested.

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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