SEC Form 4 · accession 0001209191-15-085169

HOMEAWAY INC · AWAY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brian Sharples

Officer — CEO, President and Chairman · Director

Period of report

Dec 15, 2015

Accepted (ET)

Dec 15, 2015 · 10:04 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	D/I	Nature of ownership
Common Stock^F2,F3	Dec 15, 2015	D	11,403	—	D	I	By the Hawken Drake Sharples 2009 Trust
Common Stock^F2,F4	Dec 15, 2015	D	11,402	—	D	I	By the Emma Jette Sharples 2002 Trust
Common Stock^F2,F5	Dec 15, 2015	D	11,402	—	D	I	By the Chloe Marie Sharples 1998 Trust
Common Stock^F6	Dec 15, 2015	D	255,261	—	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option^F8,F7	$33.44	Dec 15, 2015	D	150,000	D	—	May 1, 2024	Common Stock	150,000	D
Stock Option^F8,F9	$8.10	Dec 15, 2015	D	11,682	D	—	Jan 29, 2018	Common Stock	11,682	D
Stock Option^F8,F7	$30.43	Dec 15, 2015	D	162,025	D	—	Mar 5, 2023	Common Stock	162,025	D
Stock Option^F8,F10	$19.97	Dec 15, 2015	D	712,000	D	—	Feb 10, 2021	Common Stock	712,000	D
Stock Option^F8,F11	$2.06	Dec 15, 2015	D	194,000	D	—	Jan 30, 2017	Common Stock	194,000	D
Stock Option^F8,F7	$25.54	Dec 15, 2015	D	115,240	D	—	Mar 27, 2022	Common Stock	115,240	D
Stock Option^F8,F7	$27.48	Dec 15, 2015	D	194,119	D	—	May 1, 2025	Common Stock	194,119	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 on February 10, 2015.
F11Full vested on January 31, 2011.
F2Pursuant to the Merger Agreement, each share of the 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) per share of common stock.
F3The reporting person is the trustee of The Hawken Drake Sharples 2009 Trust, and has voting and dispositive power over the shares held by said trust.
F4The reporting person is the trustee of The Emma Jette Sharples 2002 Trust, and has voting and dispositive power over the shares held by said trust.
F5The reporting person is the trustee of The Chloe Marie Sharples 1998 Trust, and has voting and dispositive power over the shares held by said trust.
F6Pursuant to the Merger Agreement, (i) 38,594 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) 110,648 restricted stock awards 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 restricted stock award, less applicable tax withholdings, and (iii) 106,019 restricted stock units vested immediately prior to the First Effective Time and were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of Parent Common Stock in respect of each share of common stock subject to each such vested restricted stock unit, less applicable tax withholdings.
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 on December 10, 2010.