SEC Form 4 · accession 0001209191-15-085162
HOMEAWAY INC · AWAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey D Brody
Director
Period of report
Dec 15, 2015
Accepted (ET)
Dec 15, 2015 · 10:01 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001366684
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Dec 15, 2015 | D | 6,679 | — | D | 0 | D | |
| Common StockF3,F4 | Dec 15, 2015 | D | 120,739 | — | D | 0 | I | By Family Trust |
| Common StockF3,F5 | Dec 15, 2015 | D | 18,591 | — | D | 0 | I | By Partnership |
| Common StockF3,F6 | Dec 15, 2015 | D | 623 | — | D | 0 | I | By Koga |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF8,F7 | $30.04 | Dec 15, 2015 | D | 7,447 | D | — | Aug 1, 2025 | Common Stock | 7,447 | 0 | D |
| Stock OptionF8,F9 | $33.83 | Dec 15, 2015 | D | 6,150 | D | — | Aug 1, 2024 | Common Stock | 6,150 | 0 | D |
| Stock OptionF8,F10 | $30.52 | Dec 15, 2015 | D | 7,472 | D | — | Aug 1, 2023 | Common Stock | 7,472 | 0 | D |
| Stock OptionF8,F11 | $25.54 | Dec 15, 2015 | D | 26,762 | D | — | Mar 27, 2022 | Common Stock | 26,762 | 0 | D |
| Stock OptionF8,F12 | $22.07 | Dec 15, 2015 | D | 13,514 | D | — | Jun 6, 2022 | Common Stock | 13,514 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Reorganization by and among Expedia, Inc., HMS 1 Inc. and HomeAway, Inc. dated as of November 4, 2015 (the "Merger Agreement").
- F10Fully vested as of August 1, 2014.
- F11Fully vested as of April 1, 2015.
- F12Fully vested as of June 6, 2013.
- F2Pursuant to the Merger Agreement, 3,809 shares of stock were exchanged for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement) per share of common stock and 2,870 restricted stock units vested immediately prior to the First Effective Time (as defined in the Merger Agreement) and were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each share of common stock subject to each such vested restricted stock unit, less applicable tax withholdings.
- F3Pursuant to the Merger Agreement, each share of common stock was exchanged for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement).
- F4The shares are held by the Brody Family Trust U/D/T dated July 1, 1994 (the "Family Trust"). The Reporting Person is a trustee and beneficiary of the Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Family Trust except to the extent of his proportionate pecuniary interest therein.
- F5The shares are held by the Brody Children's Partnership (the "Children's Partnership"). The Reporting Person is a general partner of the Children's Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Children's Partnership except to the extent of his proportionate pecuniary interest therein.
- F6The shares are held by Koga Partners, L.P. ("Koga"). The Reporting Person is a general partner of Koga. The Reporting Person disclaims beneficial ownership of the shares held by Koga except to the extent of his proportionate pecuniary interest therein.
- F7Fully vested as of December 15, 2015.
- F8Each share of common stock subject to the options were cancelled pursuant to the Merger Agreement in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each Net Share covered by such options, less applicable tax withholdings.
- F9Fully vested as of August 1, 2015.