SEC Form 4 · accession 0001440008-15-000004
HOMEAWAY INC · AWAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher P Marshall
Director
Period of report
Dec 15, 2015
Accepted (ET)
Dec 15, 2015 · 2:58 pm 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 | 2,870 | — | D | 0 | D | |
| Common StockF3,F4 | Dec 15, 2015 | D | 15,141 | — | D | 0 | 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 Option (Right to Buy)F6,F5 | $30.04 | Dec 15, 2015 | D | 7,447 | D | — | Aug 1, 2025 | Common Stock | 7,447 | 0 | D |
| Stock Options (Right to Buy)F6,F8,F7 | $33.83 | Dec 15, 2015 | D | 6,150 | D | — | Aug 1, 2024 | Common Stock | 6,150 | 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, 2,870 restricted stock units 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 vested restricted stock unit, less applicable tax withholdings.
- F3Pursuant to the Merger Agreement, each share of common 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.
- F4Christopher 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.
- F5Fully vested as of December 15, 2015.
- F6Each share of common stock subject to the options was 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 (as defined in the Merger Agreement) in respect of each Net Share (as defined in the Merger Agreement) covered by such options, less applicable tax withholdings.
- F7Fully vested as of August 1, 2015.
- F8These options were 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. owned 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.