Edgar Filing: HOMEAWAY INC

SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

HomeAway, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

43739Q 10 0

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 43739Q 10 0		13G		Page 2 of 15 Pages


1.	Names of Reporting Persons Institutional Venture Partners XI, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 0 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 0 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 0.0%
12.	Type of Reporting Person (see instructions) PN

(1)

This Amendment No. 1 to the statement on Schedule 13G is filed by Institutional Venture Partners XI, L.P. (“IVP XI”), Institutional Venture Partners XI GmbH & Co. Beteiligungs KG (“IVP XI KG”), Institutional Venture Management XI, LLC (“IVM XI”), Institutional Venture Partners XII, L.P. (“IVP XII”), Institutional Venture Management XII, LLC (“IVM XII”), Todd C. Chaffee (“Chaffee”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”) and Dennis B. Phelps (“Phelps” together with IVP XI, IVP XI KG, IVM XI, IVP XII, IVM XII, Chaffee, Fogelsong, Harrick and Miller, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 43739Q 10 0		13G		Page 3 of 15 Pages


1.	Names of Reporting Persons Institutional Venture Partners XI GmbH & Co. Beteiligungs KG
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Germany
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 0 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 0 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 0.0%
12.	Type of Reporting Person (see instructions) PN

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 43739Q 10 0		13G		Page 4 of 15 Pages


1.	Names of Reporting Persons Institutional Venture Management XI, LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 0 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 0 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 0.0%
12.	Type of Reporting Person (see instructions) OO

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 43739Q 10 0		13G		Page 5 of 15 Pages


1.	Names of Reporting Persons Institutional Venture Partners XII, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 1,014,282 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 1,014,282 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,014,282 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 1.2%
12.	Type of Reporting Person (see instructions) PN

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013.


CUSIP No. 43739Q 10 0		13G		Page 6 of 15 Pages


1.	Names of Reporting Persons Institutional Venture Management XII, LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 1,014,282 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 1,014,282 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,014,282 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 1.2%
12.	Type of Reporting Person (see instructions) OO

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013.


CUSIP No. 43739Q 10 0		13G		Page 7 of 15 Pages


1.	Names of Reporting Persons Todd C. Chaffee
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 1,014,282 shares
		7.	Sole Voting Power 0 shares
		8.	Shared Dispositive Power 1,014,282 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,014,282 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 1.2%
12.	Type of Reporting Person (see instructions) IN

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013.


CUSIP No. 43739Q 10 0		13G		Page 8 of 15 Pages


1.	Names of Reporting Persons Norman A. Fogelsong
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 1,014,282 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 1,014,282 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,014,282 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 1.2%
12.	Type of Reporting Person (see instructions) IN

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013.


CUSIP No. 43739Q 10 0		13G		Page 9 of 15 Pages


1.	Names of Reporting Persons Stephen J. Harrick
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 1,014,282 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 1,014,282 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,014,282 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 1.2%
12.	Type of Reporting Person (see instructions) IN

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013.


CUSIP No. 43739Q 10 0		13G		Page 10 of 15 Pages


1.	Names of Reporting Persons J. Sanford Miller
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 1,014,282 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 1,014,282 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,014,282 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 1.2%
12.	Type of Reporting Person (see instructions) IN

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013.


CUSIP No. 43739Q 10 0		13G		Page 11 of 15 Pages


1.	Names of Reporting Persons Dennis B. Phelps
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 1,014,282 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 1,014,282 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,014,282 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 1.2%
12.	Type of Reporting Person (see instructions) IN

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013.

Item 1(a). Name of Issuer:

HomeAway, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

1011 W. 5^th Street, Suite 300

Austin, Texas 78703

Item 2(a). Name of Person Filing:

Institutional Venture Partners XI, L.P. (“IVP XI”)

Institutional Venture Partners XI GmbH & Co. Beteiligungs KG (“IVP XI KG”)

Institutional Venture Management XI, LLC (“IVM XI”)

Institutional Venture Partners XII, L.P. (“IVP XII”)

Institutional Venture Management XII, LLC (“IVM XII”)

Todd C. Chaffee (“Chaffee”)

Norman A. Fogelsong (“Fogelsong”)

Stephen J. Harrick (“Harrick”)

J. Sanford Miller (“Miller”)

Dennis B. Phelps (“Phelps”)

Item 2(b). Address of Principal Business Office or, if none, Residence:

Institutional Venture Partners

3000 Sand Hill Road, Building 2, Suite 250

Menlo Park, California 94025

Item 2(c). Citizenship:


		IVP XI		Delaware
		IVP XI KG		Germany
		IVM XI		Delaware
		IVP XII		Delaware
		IVM XII		Delaware
		Chaffee		United States of America
		Fogelsong		United States of America
		Harrick		United States of America
		Miller		United States of America
		Phelps		United States of America

Item 2(d). Title of Class of Securities:

Common Stock, $0.0001 par value per share

Item 2(e). CUSIP Number:

43739Q 10 0

Item 3. Not applicable.

Item 4. Ownership. The following information with respect to the ownership of the Common Stock by the Reporting Persons filing This statement on Schedule 13G is provided as of December 31, 2013:

Page 12 of 15 Pages


Reporting Persons	Shares Held Directly (1)		Sole Voting Power (1)		Shared Voting Power (1)		Sole Dispositive Power (1)		Shared Dispositive Power (1)		Beneficial Ownership (1)		Percentage of Class (1, 3)
IVP XI		0		0		0		0		0		0		0.0	%
IVP XI KG		0		0		0		0		0		0		0.0	%
IVM XI (2)		0		0		0		0		0		0		0.0	%
IVP XII		1,014,282		0		1,014,282		0		1,014,282		1,014,282		1.2	%
IVM XII (2)		0		0		1,014,282		0		1,014,282		1,014,282		1.2	%
Chaffee (2)		0		0		1,014,282		0		1,014,282		1,014,282		1.2	%
Fogelsong (2)		0		0		1,014,282		0		1,014,282		1,014,282		1.2	%
Harrick (2)		0		0		1,014,282		0		1,014,282		1,014,282		1.2	%
Miller (2)		0		0		1,014,282		0		1,014,282		1,014,282		1.2	%
Phelps (2)		0		0		1,014,282		0		1,014,282		1,014,282		1.2	%

(1)	Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons.

(2)

IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly.

(3)	This percentage is calculated based on 85,832,350 shares of Common Stock (as of October 29, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013.

Item 5. Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. x

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of a Group

Not applicable.

Page 13 of 15 Pages

Item 10. Certification

Not applicable.

Page 14 of 15 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2014


INSTITUTIONAL VENTURE PARTNERS XI, L.P.

By: Institutional Venture Management XI, LLC
Its: General Partner

By:		/s/ Melanie Chladek
		Melanie Chladek, Attorney-in-Fact

INSTITUTIONAL VENTURE PARTNERS XI GmbH & CO. BETEILIGUNGS KG

By: Institutional Venture Management XI, LLC
Its: Managing Limited Partner

By:		/s/ Melanie Chladek
		Melanie Chladek, Attorney-in-Fact

INSTITUTIONAL VENTURE MANAGEMENT XI, LLC

By:		/s/ Melanie Chladek
		Melanie Chladek, Attorney-in-Fact

INSTITUTIONAL VENTURE PARTNERS XII, L.P.

By: Institutional Venture Management XII, LLC
Its: General Partner

By:		/s/ Melanie Chladek
		Melanie Chladek, Attorney-in-Fact

INSTITUTIONAL VENTURE MANAGEMENT XII, LLC

By:		/s/ Melanie Chladek
		Melanie Chladek, Attorney-in-Fact


/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee

/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong

/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick

/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for J. Sanford Miller

/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps

Exhibit(s):


Exhibit 99.1:		Joint Filing Statement

Page 15 of 15 Pages