Sec Form 4 Filing - Buhrdorf Ross @ HOMEAWAY INC - 2013-12-01

Insider filing report for Changes in Beneficial Ownership
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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)
12/01/2013
(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 12/01/2013 M 865 A 32,258 D
Common Stock 12/02/2013 M 7,175 A $ 19.97 39,433 D
Common Stock 12/02/2013 S( 2 ) 7,175 D $ 36.3 ( 3 ) 32,258 D
Common Stock 12/03/2013 S( 9 ) 371 D $ 35.77 31,887 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 Units ( 1 ) 12/01/2013 M 865 ( 4 ) ( 4 ) Common Stock 865 $ 0 8,649 D
Stock Option $ 19.97 12/02/2013 M 7,175 ( 5 ) 02/10/2021 Common Stock 7,175 $ 0 45,634 D
Stock Option $ 0.01 ( 6 ) 07/22/2015 Common Stock 111,000 111,000 D
Stock Option $ 13.49 12/31/2011 11/13/2019 Common Stock 7,333 7,333 D
Stock Option $ 25.54 ( 7 ) 03/27/2022 Common Stock 59,792 59,792 D
Stock Option $ 30.43 ( 8 ) 03/05/2023 Common Stock 55,696 55,696 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 12/03/2013
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 )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.
( 3 )Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $35.92 to $36.71. 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 price.
( 4 )On March 27, 2012, the reporting person was granted 13,838 restricted stock units. 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.
( 5 )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 February 10, 2015.
( 6 )Fully vested as of July 18, 2009.
( 7 )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 April 1, 2016.
( 8 )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 April 1, 2017.
( 9 )Sale to cover taxes associated with restricted stock unit vesting event on December 1, 2013.

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