Edgar Filing: SHARPLES BRIAN

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SHARPLES BRIAN

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
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

1011 W. FIFTH STREET, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2013

(Street)

AUSTIN, TX 78703

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

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	05/01/2013		S⁽¹⁵⁾		35,024	D	$ 29.9087 ⁽¹³⁾	705,465	I	By Moose Pond Investments, LP ⁽¹⁾
Common Stock	05/01/2013		S⁽¹⁵⁾		2,000	D	$ 30.266 ⁽¹⁴⁾	703,465	I	By Moose Pond Investments, LP ⁽¹⁾
Common Stock	05/01/2013		S⁽¹⁵⁾		1,706	D	$ 29.9211 ⁽¹³⁾	61,488	I	Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Chloe Marie Sharples ⁽²⁾
Common Stock	05/01/2013		S⁽¹⁵⁾		100	D	$ 30.26	61,388	I	Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Chloe Marie Sharples ⁽²⁾
Common Stock	05/01/2013		S⁽¹⁵⁾		1,706	D	$ 29.8901 ⁽¹³⁾	61,488	I	Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Emma Jette Sharples ⁽³⁾
Common Stock	05/01/2013		S⁽¹⁵⁾		100	D	$ 30.26	61,388	I	Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Emma Jette Sharples ⁽³⁾
Common Stock	05/01/2013		S⁽¹⁵⁾		1,806	D	$ 29.9412 ⁽¹⁶⁾	61,388	I	Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Hawken Drake Sharples ⁽⁴⁾
Common Stock	05/01/2013		S⁽¹⁵⁾		9,024	D	$ 29.9089 ⁽¹⁷⁾	181,452	I	By Sharples Venture Partners, LP ⁽⁵⁾
Common Stock	05/01/2013		S⁽¹⁵⁾		500	D	$ 30.274 ⁽¹⁹⁾	180,952	I	By Sharples Venture Partners, LP ⁽⁵⁾
Common Stock	05/01/2013		S⁽¹⁵⁾		2,590	D	$ 29.9142 ⁽¹⁸⁾	101,251	D
Common Stock	05/01/2013		S⁽¹⁵⁾		100	D	$ 30.38	101,151	D
Common Stock								11,402	I	By the Chloe Marie Sharples 1998 Trust ⁽⁶⁾
Common Stock								11,402	I	By the Emma Jette Sharples 2002 Trust ⁽⁷⁾
Common Stock								11,403	I	By the Hawken Drake Sharples 2009 Trust ⁽²⁰⁾

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

Stock Option

$ 30.43

⁽¹²⁾

03/05/2023

Common Stock

162,025

Stock Option

$ 19.97

⁽¹⁰⁾

02/10/2021

Common Stock

712,000

Stock Option

$ 8.1

⁽⁸⁾

01/30/2018

Common Stock

126,262

Stock Option

$ 2.06

⁽⁹⁾

01/29/2017

Common Stock

194,000

Stock Option

$ 25.54

⁽¹¹⁾

03/27/2022

Common Stock

115,240

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHARPLES BRIAN 1011 W. FIFTH STREET, SUITE 300 AUSTIN, TX 78703	X		President and CEO

Signatures

Melissa Fruge as Attorney-In-Fact for Brian Sharples		05/03/2013
^**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)	The reporting person is the limited partner of Moose Pond Investments, LP and the sole manager of Moose Pond Mgt., LLC, the general partner of Moose Pond Investments LP, and has voting and dispositive power over the shares held by Moose Pond Investments, LP.
(2)	The reporting person is the trustee of the Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Chloe Marie Sharples and has voting and dispositive power over the shares held by the trust.
(3)	The reporting person is the trustee of the Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Emma Jette Sharples and has voting and dispositive power over the shares held by the trust.
(4)	The reporting person is the trustee of the Sharples 2012 Irrevocable Trust DTD 12/10/2012 FBO Hawken Drake Sharples and has voting and dispositive power over the shares held by the trust.
(5)	The reporting person is a general partner of Sharples Venture Partners, LP and has sole voting and dispositive power over the shares held by Sharples Venture Partners, LP.
(6)	The reporting person is the trustee of The Chloe Marie Sharples 1998 Trust and has voting and dispositive power over the shares held by the trust.
(7)	The reporting person is the trustee of The Emma Jette Sharples 2002 Trust and has voting and dispositive power over the shares held by the trust.
(8)	This option fully vested as of December 29, 2010.
(9)	This option fully vested as of January 31, 2011.
(10)	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 February 10, 2015.
(11)	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 April 01, 2016.
(12)	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
(13)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $29.24 to $30.23.
(14)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $30.25 to $30.34. ..
(15)	Transaction pursuant to a 10b5-1 Plan adopted by the Reporting Person.
(16)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $29.37 to $30.30.
(17)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $29.24 to $30.22.
(18)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $ 29.33 to $30.23.
(19)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $30.25 to $30.30.
(20)	The reporting person is the trustee of the Hawken Drake Sharples 2009 Trust and has voting and dispositive power over the shares held by the trust.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.