SEC Form 4 · accession 0001440008-15-000002
HOMEAWAY INC · AWAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher P Marshall
Director
Period of report
Aug 1, 2015
Accepted (ET)
Aug 4, 2015 · 8:08 pm EDT
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 StockF1,F2 | Aug 1, 2015 | A | 2,870 | $0.00 | A | 5,252 | D | |
| Common StockF3 | holding | — | — | — | 15,141 | I | Marshall Carroll 2000 Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F4 | $30.04 | Aug 1, 2015 | A | 7,447 | A | — | Aug 1, 2025 | Common Stock | 7,447 | 7,447 | D |
| Stock Options (Right to Buy)F6,F5 | $33.83 | holding | — | — | — | — | Aug 1, 2024 | Common Stock | 6,150 | 6,150 | D |
| Stock Options (Right to Buy)F6,F7 | $25.54 | holding | — | — | — | — | Jun 6, 2022 | Common Stock | 5,948 | 5,948 | D |
Explanation of responses
- F1Represents restricted stock units awarded to the reporting person. 100% of the shares subject to the restricted stock units vest on the one-year anniversary of the vesting commencement date, such that the award will be fully-vested on August 1, 2016, subject to the reporting person continuing to be a Service Provider on such date.
- F2These shares are held directly by Christopher P. Marshall. Christopher P. Marshall has sole voting and dispositive power over 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 with respect to 2,382 of such shares. Five individuals (collectively the "TCV VI Management Members") are members of TCV VI Management, and the TCV VI Management Members, together with Christopher P. Marshall, are members of TCV VII Management; however, each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F3Christopher 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. Christopher P. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F41/12th of the shares of common stock subject to the option vests each month following the vesting commencement date, such that the award will be fully vested on August 1, 2016, subject to the reporting person continuing to be a Service Provider on such date.
- F5Fully vested on August 1, 2015.
- F6These options are held directly by Christopher P. Marshall. Christopher P. Marshall has sole voting and dispositive power over the options; 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 Christopher P. Marshall, are members of TCV VII Management; however, each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F7Fully vested on April 1, 2015.