Edgar Filing: HOMEAWAY INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BRODY JEFFREY D

2. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [AWAY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING 2, SUITE 290

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2012

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)
12/07/2012

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/05/2012		J⁽¹⁾		57	A	$ 0	1,807 ⁽⁷⁾	I	By Partnership ⁽²⁾
Common Stock	12/05/2012		S		11,982	D	$ 20.67 ⁽³⁾	51,372 ⁽⁷⁾	I	By Redpoint Technology Partners A-1, L.P. ⁽⁶⁾
Common Stock	12/05/2012		S		74,983	D	$ 20.67 ⁽³⁾	321,357 ⁽⁷⁾	I	By Redpoint Technology Partners Q-1, L.P. ⁽⁶⁾
Common Stock	12/06/2012		S		7,174	D	$ 20.43 ⁽⁴⁾	44,198 ⁽⁷⁾	I	By Redpoint Technology Partners A-1, L.P. ⁽⁶⁾
Common Stock	12/06/2012		S		44,893	D	$ 20.43 ⁽⁴⁾	276,464 ⁽⁷⁾	I	By Redpoint Technology Partners Q-1, L.P. ⁽⁶⁾
Common Stock	12/07/2012		S		3,858	D	$ 20.08 ⁽⁵⁾	40,340 ⁽⁷⁾	I	By Redpoint Technology Partners A-1, L.P. ⁽⁶⁾
Common Stock	12/07/2012		S		24,147	D	$ 20.08 ⁽⁵⁾	252,317 ⁽⁷⁾	I	By Redpoint Technology Partners Q-1, L.P. ⁽⁶⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BRODY JEFFREY D 3000 SAND HILL ROAD BUILDING 2, SUITE 290 MENLO PARK, CA 94025	X

Signatures

/s/ Jeffrey D. Brody		12/18/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Represents a change in the form of ownership from one form of indirect ownership to another by virtue of a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Omega, LLC ("RO LLC") without consideration to its members, including Koga Partners, L.P. ("Koga").
(2)	The shares are held by the Koga. The Reporting Person is a general partner of Koga. The Reporting Person disclaims beneficial ownership of the shares held by Koga except to the extent of his proportionate pecuniary interest therein.
(3)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.27 to $21.00 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(4)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.28 to $20.98 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(5)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.00 to $20.35 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(6)	The Reporting Person is a Managing Director of Redpoint Ventures I, LLC ("RV I LLC") which serves as the general partner of Redpoint Technology Partners A-1, L.P. ("RTP A") and Redpoint Technology Partners Q-1, L.P. ("RTP Q"). As such, the Reporting Person shares voting and investment power over the shares held by RTP A and RTP Q. The Reporting Person disclaims beneficial ownership of the shares held by RTP A and RTP Q except to the extent of his proportionate pecuniary interest therein.
(7)	The original Form 4 inadvertently disclosed the incorrect amount of shares beneficially owned following the reported transactions. This amendment reflects the correct amount of shares following the reported transactions. No other amendments are being made to the original Form 4.

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