Sec Form 4 Filing - Atchison Rebecca Lynn @ 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
Atchison Rebecca Lynn
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 Financial 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 822 A 51,892 D
Common Stock 12/03/2013 S( 8 ) 230 D $ 35.78 51,662 D
M
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 ( 1 ) 12/01/2013 822 ( 2 ) ( 2 ) Common Stock 822 $ 0 8,222 D
Stock Option $ 2.06 ( 3 ) 01/30/2017 Common Stock 46,200 46,200 D
Stock Option $ 8.1 ( 4 ) 01/29/2018 Common Stock 96,483 96,483 D
Stock Option $ 13.49 ( 5 ) 11/13/2019 Common Stock 100,000 100,000 D
Stock Option $ 19.97 ( 6 ) 02/10/2021 Common Stock 100,000 100,000 D
Stock Option $ 25.54 ( 6 ) 03/27/2022 Common Stock 56,844 56,844 D
Stock Option $ 30.43 ( 7 ) 03/05/2023 Common Stock 55,696 55,696 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Atchison Rebecca Lynn
1011 W. FIFTH STREET, SUITE 300
AUSTIN, TX78703
Chief Financial Officer
Signatures
/s/ Melissa Fruge, Attorney-in-Fact for Lynn Atchison 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 )On March 27, 2012, the reporting person was granted 13,155 restricted stock units. 6.25% of the restricted stock units will vest at the end of each quarter over a period of four years, measured from June 1, 2012, subject to continued service through the vesting date.
( 3 )Fully vested as of January 31, 2011.
( 4 )Fully vested as of December 10, 2010.
( 5 )Fully vested as of December 31, 2011.
( 6 )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.
( 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 June 1, 2017.
( 8 )Sale to cover taxes associated with restricted stock unit vesting event on December 1, 2013.

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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