SEC Form 4 · accession 0001209191-15-085170
HOMEAWAY INC · AWAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl Gordon Shepherd
Director
Period of report
Dec 15, 2015
Accepted (ET)
Dec 15, 2015 · 10:05 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 | 209,285 | — | 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 | $33.44 | Dec 15, 2015 | D | 37,000 | D | — | May 1, 2024 | Common Stock | 37,000 | 0 | D |
| Stock OptionF4,F3 | $30.43 | Dec 15, 2015 | D | 20,886 | D | — | Mar 5, 2023 | Common Stock | 20,886 | 0 | D |
| Stock OptionF4,F3 | $25.54 | Dec 15, 2015 | D | 5,505 | D | — | Mar 27, 2022 | Common Stock | 5,505 | 0 | D |
| Stock OptionF4,F3 | $31.19 | Dec 15, 2015 | D | 5,408 | D | — | Jul 1, 2025 | Common Stock | 5,408 | 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) 176,198 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) 3,083 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) 30,004 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.
- F3Fully vested as of December 15, 2015.
- F4Each 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.