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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 | ||||||||
Warrant to Purchase Common Stock | $ 0.01 | 07/05/2011 | X | 2,188 | 11/30/2005 | 11/30/2015 | Common Stock | 2,188 | $ 0 | 6,562 | I | By Entrepreneurs Foundation & Idea Network | |||
Series C Convertible Preferred Stock | (1) | 07/05/2011 | C | 847,556 | (1) | (1) | Common Stock | 847,556 | $ 0 | 0 | I | By Austin Ventures X, L.P. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Siegel Philip S 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701 |
X | X | ||
AUSTIN VENTURES X LP 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701 |
X | |||
AV Partners X, L.P. 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701 |
X | |||
AV Partners X, L.L.C. 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701 |
X | |||
ARAGONA JOSEPH C 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701 |
X | |||
DEANGELIS KENNETH P 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701 |
X | |||
THORNTON JOHN D 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701 |
X | |||
PACITTI CHRISTOPHER A 300 WEST 6TH ST., SUITE 2300 AUSTIN, TX 78701 |
X |
/s/ Kevin A. Kunz, Attorney-in-fact for Philip S. Siegel | 07/05/2011 | |
**Signature of Reporting Person | Date | |
/s/ Kevin A. Kunz, Attorney-in-fact for Austin Ventures X, L.P. | 07/05/2011 | |
**Signature of Reporting Person | Date | |
/s/ Kevin A. Kunz, Attorney-in-fact for AV Partners X, L.P. | 07/05/2011 | |
**Signature of Reporting Person | Date | |
/s/ Kevin A. Kunz, Attorney-in-fact for AV Partners X, L.LC. | 07/05/2011 | |
**Signature of Reporting Person | Date | |
/s/ Kevin A. Kunz, Attorney-in-fact for Joseph C. Aragona | 07/05/2011 | |
**Signature of Reporting Person | Date | |
/s/ Kevin A. Kunz, Attorney-in-fact for Kenneth P. DeAngelis | 07/05/2011 | |
**Signature of Reporting Person | Date | |
/s/ Kevin A. Kunz, Attorney-in-fact for John D. Thornton | 07/05/2011 | |
**Signature of Reporting Person | Date | |
/s/ Kevin A. Kunz, Attorney-in-fact for Christopher A. Pacitti | 07/05/2011 | |
**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) | The Series C Convertible Preferred Stock, which was previously convertible at any time and had no expiration date, converted into HomeAway, Inc. common stock on a one-for-one basis. |
(2) | Shares held directly by Austin Ventures X, L.P. ("AV X"). AV Partners X, L.P. ("AVP X LP"), the general partner of AV X, and AV Partners X, L.L.C. ("AVP X LLC"), the general partner of AVP X, LP, may be deemed to have sole voting and dispositive power over the shares held by AV X. Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton, Christopher A. Pacitti and Philip S. Siegel are members of AVP X LLC and may be deemed to share voting and dispositive power over the shares held by AV X. Such persons and entities disclaim beneficial ownership of the shares held by AV X except to the extent of any pecuniary interest therein. |
(3) | Shares held directly by Entrepreneurs Foundation & Idea Network. Philip S. Siegel, the Designated Filer, and each of Bill Bock, Jeff Browning, Scott Collier, Elizabeth Davis, David Hood, Paul Hurdlow, David Lee, Jan Lindelow, Eugene Sepulveda and Ellen Wood are members of the board of directors of the Entrepreneurs Foundation & Idea Network, and each may be deemed the beneficial owner of the reported shares of this entity, but the Designated Filer disclaims beneficial ownership in the shares held, except to the extent of any indirect pecuniary interest therein. |
(4) | The reported securities were mandatorily redeemable by HomeAway, Inc. upon the closing of its initial public offering and were accordingly redeemed by HomeAway, Inc. at a price equal to $1.40 per share plus an additional amount equal to the accumulated dividends on such shares for aggregate proceeds of $68,890.72 to Philip S. Siegel and $356,308.91 to AV X. |
(5) | The reported securities were mandatorily redeemable by HomeAway, Inc. upon the closing of its initial public offering and were accordingly redeemed by HomeAway, Inc. at a price equal to $2.00 per share plus an additional amount equal to the accumulated dividends on such shares for aggregate proceeds of $64,280.77 to Philip S. Siegel and $30,245.30 to AV X. |
Remarks: Philip S. Siegel is a director of the issuer, and Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton, Christopher A. Pacitti and Philip S. Siegel are members of AV Partners X, L.L.C., which serves as the general partner of AV Partners X, L.P., the general partner of Austin Ventures X, L.P. Each Reporting Owner disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Owner's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Owner, and this report shall not be deemed an admission that such Reporting Owner is the beneficial owner of any securities for purposes of Section 16 or for any other purpose. This report is one of two reports, each on a separate Form 4 but relating to the same transaction, being filed by the Reporting Owners listed above. |