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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $ 13.49 | 06/03/2013 | M | 7,175 | 12/31/2011 | 11/13/2019 | Common Stock | 7,175 | $ 0 | 21,017 | D | ||||
| Stock Option | $ 0.01 | (6) | 07/22/2015 | Common Stock | 125,000 | 125,000 | D | ||||||||
| Stock Option | $ 19.97 | 03/10/2012 | 02/10/2021 | Common Stock | 75,000 | 75,000 | D | ||||||||
| Stock Option | $ 25.54 | (7) | 03/27/2022 | Common Stock | 59,792 | 59,792 | D | ||||||||
| Stock Option | $ 30.43 | (3) | 03/05/2023 | Common Stock | 55,696 | 55,696 | D | ||||||||
| Restricted Stock Units | (1) | 06/01/2013 | M | 865 | (2) | (2) | Common Stock | 865 | $ 0 | 10,379 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Buhrdorf Ross 1011 W. FIFTH STREET, SUITE 300 AUSTIN, TX 78703 |
Chief Technology Officer | |||
| /s/ Melissa Fruge, Attorney-in-Fact for Ross Buhrdorf | 06/04/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each restricted stock unit represents a contingent right to receive one share of HomeAway common stock. |
| (2) | On March 27, 2012, the reporting person was granted 13,838 restricted stock units. Six and one quarter percent (6.25%) of the restricted stock units will vest at the end of each quarter over a period of four years measured from June 1, 2012, subject to continued service through each vesting date. Shares will be delivered on the vesting date. |
| (3) | 6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three months following the Vesting Commencement Date and an additional one forty-eighth (1/48th) of the total number of shares of Common Stock subject to the Option shall vest on the corresponding day of each month thereafter, or to the extent such a month does not have the corresponding day, on the last day of any such month, and will be fully vested as of 04/01/2017 |
| (4) | 2. Transaction pursuant to a 10b5-1 Plan adopted by the Reporting Person. |
| (5) | Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and range of sale prices for the transactions reported was $28.04 to $29.00. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| (6) | 1/4th of the Shares subject to the Option shall vest and become exercisable on the first anniversary of the Vesting Start Date and an additional 1/48th of the options vest and become exercisable on the corresponding day of each month thereafter, or to the extent such a month does not have the corresponding day, on the last day of any such month, until all the shares are vested and exercisable. |
| (7) | Three forty-eighths (3/48th) of the Shares subject to the Restricted Stock Unit shall vest on the corresponding day of the third month following the Vesting Commencement Date, and an additional three forty-eighths (3/48th) of the Shares subject to the Restricted Stock Unit shall vest quarterly thereafter, until all the Shares are vested. |
| (8) | Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and range of sale prices for the transactions reported was $29.18 to $29.82. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |