Sec Form 4 Filing - AV PARTNERS VIII LP @ HOMEAWAY INC - 2013-08-01

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 AV PARTNERS VIII LP 2. Issuer Name and Ticker or Trading Symbol HOMEAWAY INC [ AWAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 300 WEST 6TH STREET, SUITE 2300 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2013 (Street) AUSTIN, TX78701-3902 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 08/01/2013 S 109,287 D $ 30.5328 ( 3 ) 8,275,281 I Austin Ventures VIII, L.P. ( 1 ) Common Stock 08/01/2013 S 5,404 D $ 30.5328 ( 3 ) 409,202 I Austin Ventures X, L.P. ( 2 ) Common Stock 08/05/2013 S 34,147 D $ 30.2588 ( 4 ) 8,241,134 I Austin Ventures VIII, L.P. ( 1 ) Common Stock 08/05/2013 S 1,689 D $ 30.2588 ( 4 ) 407,513 I Austin Ventures X, L.P. ( 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 AV PARTNERS VIII LP 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX78701-3902 X AUSTIN VENTURES VIII LP 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX78701-3902 X ARAGONA JOSEPH C 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX78701-3902 X DEANGELIS KENNETH P 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX78701-3902 X THORNTON JOHN D 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX78701-3902 X PACITTI CHRISTOPHER A 300 WEST 6TH STREET, SUITE 2300 AUSTIN, TX78701-3902 X AV Partners X, L.L.C. 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX78701 X AV Partners X, L.P. 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX78701 X AUSTIN VENTURES X LP 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX78701 X Signatures Kevin A. Kunz, Attorney-in-fact for AV Partners VIII, L.P. 08/05/2013 Signature of Reporting Person Date Kevin A. Kunz, Attorney-in-fact for Austin Ventures VIII, L.P. 08/05/2013 Signature of Reporting Person Date Kevin A. Kunz, Attorney-in-fact for Joseph C. Aragona 08/05/2013 Signature of Reporting Person Date Kevin A. Kunz, Attorney-in-fact for Kenneth P. DeAngelis 08/05/2013 Signature of Reporting Person Date Kevin A. Kunz, Attorney-in-fact for John D. Thornton 08/05/2013 Signature of Reporting Person Date Kevin A. Kunz, Attorney-in-fact for Christopher A. Pacitti 08/05/2013 Signature of Reporting Person Date Kevin A. Kunz, Attorney-in-fact for AV Partners X, L.L.C. 08/05/2013 Signature of Reporting Person Date Kevin A. Kunz, Attorney-in-fact for AV Partners X, L.P. 08/05/2013 Signature of Reporting Person Date Kevin A. Kunz, Attorney-in-fact for Austin Ventures X, L.P. 08/05/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held directly by Austin Ventures VIII, L.P. ("AV VIII"). AV Partners VIII, L.P. ("AVP VIII") is the general partner of AV VIII and may be deemed to have sole voting and dispositive power over the shares held by AV VIII. Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton and Christopher A. Pacitti are the general partners of AVP VIII and may be deemed to share voting and dispositive power over the shares held by AV VIII. Such persons and entities disclaim beneficial ownership over the shares held by AV VIII except to the extent of any pecuniary interest therein. ( 2 )Shares held directly by Austin Ventures X, L.P. ("AV X"). AV Partners X, L.P. ("AVP X LP"), the general partner of AV X, and AV Partners X, L.L.C. ("AVP X LLC"), the general partner of AVP X LP, may be deemed to have sole voting and dispositive power over the shares held by AV X. Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton, Christopher A. Pacitti and Philip S. Siegel are members of AVP X LLC and may be deemed to share voting and dispositive power over the shares held by AV X. Such persons and entities disclaim beneficial ownership of the shares held by AV X except to the extent of their pecuniary interest therein. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.50 to $30.62, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3 to this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.20 to $30.44, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 to this Form 4.

Remarks: Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton and Christopher A. Pacitti are the general partners of AV Partners VIII, L.P., which serves as the general partner of Austin Ventures VIII, L.P. Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton, Christopher A. Pacitti and Philip S. Siegel are members of AV Partners X, L.L.C., which serves as the general partner of AV Partners X, L.P., the general partner of Austin Ventures X, L.P. Each Reporting Owner disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Owner's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Owner, and this report shall not be deemed an admission that such Reporting Owner is the beneficial owner of any securities for purposes of Section 16 or for any other purpose.

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 1 5 U.S.C. 78ff(a).

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