Sec Form 4 Filing - Marshall Christopher P @ HOMEAWAY INC - 2013-02-25

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 Marshall Christopher P 2. Issuer Name and Ticker or Trading Symbol HOMEAWAY INC [ AWAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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 1,051,657 D $ 27.75 3,815,651 I TCV VII, L.P. ( 1 ) ( 2 ) Common Stock 02/25/2013 S 546,138 D $ 27.75 1,981,510 I TCV VII (A), L.P. ( 1 ) ( 3 ) Common Stock 02/27/2013 M 2,800 A $ 22.07 2,800 I Christopher P. Marshall ( 1 ) ( 4 ) Common Stock 02/27/2013 S 2,800 D $ 29.72 ( 5 ) 0 I Christopher P. Marshall ( 1 ) ( 4 ) Common Stock 1,295 I Marshall Carroll 2000 Trust ( 1 ) ( 6 ) ( 7 ) Common Stock 129 I Timothy P. McAdam ( 1 ) Common Stock 233 I Rosenberg Family Trust ( 1 ) ( 8 )

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 $ 22.07 02/27/2013 M 2,800 06/06/2012 06/06/2022 Common Stock 2,800 ( 9 ) 10,741 I Christopher P. Marshall ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marshall Christopher P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(g) group TCV VII LP C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group TCV VII(A) L P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group Technology Crossover Management VII, Ltd. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group Technology Crossover Management VII, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group McAdam Timothy P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group Rosenberg John C. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group Yuan David 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 Christopher P. Marshall 02/27/2013 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for TCV VII, L.P. 02/27/2013 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for TCV VII(A), L.P. 02/27/2013 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for Technology Crossover Management VII, Ltd. 02/27/2013 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for Technology Crossover Management VII, L.P. 02/27/2013 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for Timothy P. McAdam 02/27/2013 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for John C. Rosenberg 02/27/2013 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for David L. Yuan 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 VI, L.P., TCV Member Fund, L.P., Technology Crossover Management VI, L.L.C, and Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and Robert W. Trudeau (collectively, the "TCM VI Members" and, together with Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan, the "Management VII Class A Directors") on February 27, 2013. ( 2 )These securities are directly held by TCV VII, L.P. ("TCV VII"). The Management VII Class A Directors are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII") . Management VII is the general partner of TCM VII, which is the general partner of TCV VII. The Management VII Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, but each of the Management VII Class A Directors, Management VII and TCM VII disclaims beneficial ownership of such securities except to the extent of his/its pecuniary interest therein. ( 3 )These securities are directly held by TCV VII (A), L.P. ("TCV VII(A)"). The Management VII Class A Directors are Class A Directors of Management VII and limited partners of TCM VII . Management VII is the general partner of TCM VII, which is the general partner of TCV VII(A). The Management VII Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII(A), but each of the Management VII Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of his/its pecuniary interest therein. ( 4 )Mr. Marshall has sole voting and dispositive power over these shares; however, TCV VI Management, L.L.C. ("TCV VI Management") and TCV VII Management, L.L.C. ("TCV VII Management") own 100% of the pecuniary interest therein. Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and Robert W. Trudeau (collectively the "TCV VI Management Members") are members of TCV VI Management, and the TCV VI Management Members, together with Mr. Marshall, are members of TCV VII Management; however, each disclaims beneficial ownership of such options and the underlying shares except to the extent of his pecuniary interest therein. ( 5 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $29.7072 to $29.7300. The Reporting Persons hereby undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 6 )Includes additional 53 shares that were distributed in kind from Marshall Partners, and had previously been reported as owned by Marshall Partners. ( 7 )Christopher P. Marshall is a trustee of the Marshall Carroll 2000 Trust and may be deemed to beneficially own certain securities held by the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 8 )John C. Rosenberg is a trustee of the Rosenberg Family Trust and may be deemed to beneficially own certain securities held by the Rosenberg Family Trust. Mr. Rosenberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 9 )Not applicable. ( 10 )These options are held directly by Mr. Marshall. Mr. Marshall has sole voting and dispositive power over the options and the underlying shares; however, TCV VI Management and TCV VII Management own 100% of the pecuniary interest therein. The TCV VI Management Members are members of TCV VI Management, and the TCV VI Management Members, together with Mr. Marshall, are members of TCV VII Management; however, each disclaims beneficial ownership of such options and the underlying shares except to the extent of his pecuniary interest therein.

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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