Sec Form 4 Filing - TCV VI L P @ HOMEAWAY INC - 2013-02-25

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
TCV VI L P
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
_____ Officer (give title below) X __ Other (specify below)
May be part of a 13(g) group
(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2013
(Street)
PALO ALTO, CA94301
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 02/25/2013 S 637,836 D $ 27.75 2,314,213 I TCV VI, L.P. ( 1 ) ( 2 )
Common Stock 02/25/2013 S 14,369 D $ 27.75 52,133 I TCV Member Fund, L.P. ( 1 ) ( 3 )
Common Stock 1,186 I Hoag Family Trust U/A Dtd 8/2/94 ( 1 ) ( 4 )
Common Stock 116 I Hamilton Investments Limited Partnership ( 1 ) ( 5 )
Common Stock 794 I Hamilton Investments II, Limited Partnership ( 1 ) ( 6 )
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
TCV VI L P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(g) group
TCV Member Fund, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(g) group
Technology Crossover Management VI, L.L.C.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(g) group
HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(g) group
KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(g) group
DREW JOHN
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(g) group
REYNOLDS JON Q JR
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(g) group
Trudeau Robert
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(g) group
Signatures
Frederic D. Fenton Authorized signatory for TCV VI, L.P. 02/27/2013
Signature of Reporting Person Date
Frederic D. Fenton Authorized signatory for TCV Member Fund, L.P. 02/27/2013
Signature of Reporting Person Date
Frederic D. Fenton Authorized signatory for Technology Crossover Management VI, L.L.C. 02/27/2013
Signature of Reporting Person Date
Frederic D. Fenton Authorized signatory for Jay C. Hoag 02/27/2013
Signature of Reporting Person Date
Frederic D. Fenton Authorized signatory for Richard H. Kimball 02/27/2013
Signature of Reporting Person Date
Frederic D. Fenton Authorized signatory for John L. Drew 02/27/2013
Signature of Reporting Person Date
Frederic D. Fenton Authorized signatory for Jon Q. Reynolds, Jr. 02/27/2013
Signature of Reporting Person Date
Frederic D. Fenton Authorized signatory for Robert W. Trudeau 02/27/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VII, L.P., TCV VII(A), L.P., Technology Crossover Management VII, Ltd., Technology Crossover Management VII, L.P., Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan on February 27, 2013.
( 2 )These securities are directly held by TCV VI, L.P. ("TCV VI"). Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds and Robert W. Trudeau (collectively, the "TCM VI Members") are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI") which is the sole general partner of TCV VI. Christopher P. Marshall, John C. Rosenberg, and David L. Yuan (the "Assignees") are Assignees of TCM VI. The TCM VI Members, TCM VI, and the Assignees may be deemed to beneficially own the securities held by TCV VI, but the TCM VI Members, TCM VI, and the Assignees disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 3 )These securities are directly held by TCV Member Fund, L.P. ("Member Fund"). The TCM VI Members, together with Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan (collectively, the "Management VII Class A Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII"), which is a general partner of Member Fund, and limited partners of Member Fund. The TCM VI Members are Class A Members of TCM VI, which is also a general partner of Member Fund. The Management VII Class A Directors, Management VII, the TCM VI Members and TCM VI may be deemed to beneficially own certain of the securities held by Member Fund, but the Management VII Class A Directors, Management VII, the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 4 )Mr. Hoag is a trustee of The Hoag Family Trust U/A dated 8/2/94 and may be deemed to beneficially own certain securities held by The Hoag Family Trust U/A dated 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 5 )Mr. Hoag is the sole general partner and a limited partner of Hamilton Investments Limited Partnership and may be deemed to beneficially own certain securities held by Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 6 )Mr. Hoag is the general partner of Hamilton Investments II, Limited Partnership and may be deemed to beneficially own certain securities held by Hamilton Investments II, Limited Partnership. Mr. Hoag disclsims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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