SEC Form 4 · accession 0001209191-15-085163
HOMEAWAY INC · AWAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mariano Dima
Officer — Chief Marketing Officer
Period of report
Dec 15, 2015
Accepted (ET)
Dec 15, 2015 · 10:02 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 | 86,984 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4,F3 | $32.12 | Dec 15, 2015 | D | 78,571 | D | — | Sep 24, 2024 | Common Stock | 78,571 | 0 | D |
| Stock OptionF6,F5 | $27.48 | Dec 15, 2015 | D | 70,896 | D | — | May 1, 2025 | Common Stock | 70,896 | 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").
- F2Pursuant to the Merger Agreement, (i) 6,897 shares of the common 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, (ii) 40,411 restricted stock awards were assumed and converted into restricted stock awards with respect to a number of shares of Parent Common Stock (as defined in the Merger Agreement) pursuant to a formula described in the Merger Agreement and (iii) 39,676 restricted stock units were assumed and converted automatically into restricted stock units of Parent Common Stock (as defined in the Merger Agreement) pursuant to a formula described in the Merger Agreement.
- F3Twenty-Five percent (25%) of the shares of subject to the Option shall vest and become exercisable on September 4, 2015 and an additional one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest on the corresponding day of each month thereafter until all of the shares are vested and exercisable, subject to the Reporting Person continuing to be a Service Provider on such dates.
- F4Pursuant to the Merger Agreement, (i) 24,552 vested options 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 Net Share covered by such vested options, less applicable tax withholdings, and (ii) 54,019 unvested options were assumed and converted into options to purchase the number of shares of Parent Common Stock pursuant to a formula described in the Merger Agreement.
- F56.25% 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 May 1, 2019.
- F6Pursuant to the Merger Agreement, (i) 11,816 vested options 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 Net Share covered by such vested options, less applicable tax withholdings, and (ii) 59,080 unvested options were assumed and converted into options to purchase the number of shares of Parent Common Stock pursuant to a formula described in the Merger Agreement.