SEC Form 4 · accession 0001440008-15-000003
HOMEAWAY INC · AWAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher P Marshall
Director
Period of report
Aug 17, 2015
Accepted (ET)
Aug 19, 2015 · 5:17 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 | Aug 17, 2015 | M | 5,948 | $25.54 | A | 11,200 | D | |
| Common StockF2,F1 | Aug 17, 2015 | S | 8,330 | $30.968 | D | 2,870 | 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)F5,F6,F4 | $25.54 | Aug 17, 2015 | M | 5,948 | D | — | Mar 26, 2022 | Common Stock | 5,948 | 0 | D |
Explanation of responses
- F1These shares are held directly by Christopher Marshall. Mr. Marshall has sole voting and dispositive power over the shares; however, TCV VI Management, L.L.C. ("TCV VI Management") and TCV VII Management, L.L.C. ("TCV VII Management") owns 100% of the pecuniary interest with respect to 8,330 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 Mr. Marshall, are members of TCV VII Management; however, each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F2This number represents a weighted average sale price per share. The shares were sold at prices ranging from $30.9601 to $30.99 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F3Christopher 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. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F4The award was granted on March 27, 2012 and became fully vested on April 1, 2015.
- F5Not applicable.
- F6These options are held directly by Christopher Marshall. Mr. Marshall has sole voting and dispositive power over the options and the underlying shares; however, TCV VI Management, L.L.C. and TCV VII Management, L.L.C. own 100% of the pecuniary interest therein. Mr. Marshall is a member of TCV VII Management, L.L.C.; however, he disclaims beneficial ownership of such options and the underlying shares except to the extent of his pecuniary interest therein.