XNAS:AWAY HomeAway Inc Insider Activity 4 Filing - 2/7/2012

Effective Date 2/7/2012

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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 *
Marshall Christopher P
  2. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [AWAY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
May be part of a 13(g) group
(Last)
(First)
(Middle)
C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2012
(Street)

PALO ALTO, CA 94301
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)
Code V Amount (A) or (D) Price
Common Stock 02/07/2012   J(1)   620 A $ 0 620(10) I Marshall Carroll 2000 Trust(4)
Common Stock 02/07/2012   J(2)   87 A $ 0 707(10) I Marshall Carroll 2000 Trust(4)
Common Stock 02/07/2012   J(1)   620 A $ 0 620(10) I Marshall Partners(5)
Common Stock 02/07/2012   J(3)   620 D $ 0 0 (10) I Marshall Partners(5)
Common Stock 02/07/2012   J(3)   310 A $ 0 1,017(10) I Marshall Carroll 2000 Trust(4)
Common Stock               3,280,054 I TCV VI, L.P.(6)
Common Stock               5,408,120 I TCV VII, L.P.(7)
Common Stock               2,808,498 I TCV VII (A), L.P.(8)
Common Stock               73,891 I TCV Member Fund, L.P.(9)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Marshall Christopher P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
  X   X   May be part of a 13(g) group

Signatures

 Frederic D. Fenton, Authorized signatory for Christopher P. Marshall   02/09/2012
** 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) In kind pro-rata distribution from Trident Capital Fund-VI Principals Fund, L.L.C. to its partners, without consideration.
(2) In kind pro-rata distribution from Trident Capital Management-VI, L.L.C. to its partners, without consideration.
(3) In kind pro-rata distribution from Marshall Partners to its partners, without consideration.
(4) These shares are directly held by the Marshall Carroll 2000 Trust. Christopher P. Marshall is a trustee of Marshall Carroll 2000 Trust and may be deemed to beneficially own certain of the securities held by the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(5) These shares are directly held by Marshall Partners. Christopher P. Marshall is a partner of Marshall Partners and may be deemed to beneficially own certain of the securities held by Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(6) These securities are directly held by TCV VI, L.P. ("TCV VI"). Christopher P. Marshall holds a venture assignee interest in Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI. Mr. Marshall may be deemed to beneficially own the securities held by TCV VI but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(7) These securities are directly held by TCV VII, L.P. ("TCV VII"). Christopher P. Marshall is a Class A Director of Technology Crossover Management VII, Ltd. ("Management VII") and a limited partner of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the general partner of TCM VII, which is the general partner of TCV VII. Mr. Marshall may be deemed to beneficially own the securities held by TCV VII but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(8) These securities are directly held by TCV VII (A), L.P. ("TCV VII (A)"). Christopher P. Marshall is a Class A Director of Management VII and a limited partner of TCM VII. Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A). Mr. Marshall may be deemed to beneficially own the securities held by TCV VII (A) but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(9) These securities are directly held by TCV Member Fund, L.P. ("Member Fund"). Christopher P. Marshall is limited partner of Member Fund and a Class A Director of Management VII, which is a general partner of Member Fund. Mr. Marshall may be deemed to beneficially own the securities held by Member Fund but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(10) Mr. Marshall is a former member of one or more entities affiliated with Trident Capital and, as such, has a continuing indirect interest in certain securities held by certain investment funds affiliated with Trident Capital that are not reported on this Form 4. Mr. Marshall disclaims beneficial ownership of those securities, except to the extent of his pecuniary interest therein.

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

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XNAS:AWAY HomeAway Inc Insider Activity 4 Filling

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XNAS:AWAY HomeAway Inc Insider Activity 4 Filing - 2/7/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Title |  Date |  Company |  Symbol |  Interest |  Popularity

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