4//SEC Filing
HOMEAWAY INC 4
Accession 0001440008-15-000004
CIK 0001366684operating
Filed
Dec 14, 7:00 PM ET
Accepted
Dec 15, 2:58 PM ET
Size
12.7 KB
Accession
0001440008-15-000004
Insider Transaction Report
Form 4
HOMEAWAY INCAWAY
Marshall Christopher P
Director10% OwnerOther
Transactions
- Disposition to Issuer
Common Stock
2015-12-15−2,870→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2015-12-15−7,447→ 0 totalExercise: $30.04Exp: 2025-08-01→ Common Stock (7,447 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-12-15−6,150→ 0 totalExercise: $33.83Exp: 2024-08-01→ Common Stock (6,150 underlying) - Disposition to Issuer
Common Stock
2015-12-15−15,141→ 0 total(indirect: By Trust)
Footnotes (8)
- [F1]Disposed of pursuant to the Agreement and Plan of Reorganization by and among Expedia, Inc., HMS 1 Inc. and HomeAway, Inc. dated as of November 4, 2015 (the "Merger Agreement").
- [F2]Pursuant to the Merger Agreement, 2,870 restricted stock units vested immediately prior to the First Effective Time (as defined in the Merger Agreement) and were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock in respect of each share of common stock subject to each such vested restricted stock unit, less applicable tax withholdings.
- [F3]Pursuant to the Merger Agreement, each share of common stock was exchanged for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement) per share of common stock.
- [F4]Christopher Marshall is a trustee of the Marshall Carroll 2000 Trust and may be deemed to beneficially own certain 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.
- [F5]Fully vested as of December 15, 2015.
- [F6]Each share of common stock subject to the options was cancelled pursuant to the Merger Agreement in exchange for the right to receive $10.15 in cash and .2065 shares of the Parent Common Stock (as defined in the Merger Agreement) in respect of each Net Share (as defined in the Merger Agreement) covered by such options, less applicable tax withholdings.
- [F7]Fully vested as of August 1, 2015.
- [F8]These options were held directly by Christopher Marshall. Mr. Marshall has sole voting and dispositive power over the options and the underlying shares; however, TCV VI Management, L.L.C. and TCV VII Management, L.L.C. owned 100% of the pecuniary interest therein. Mr. Marshall is a member of TCV VII Management, L.L.C.; however, he disclaims beneficial ownership of such options and the underlying shares except to the extent of his pecuniary interest therein.
Documents
Issuer
HOMEAWAY INC
CIK 0001366684
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001366684
Filing Metadata
- Form type
- 4
- Filed
- Dec 14, 7:00 PM ET
- Accepted
- Dec 15, 2:58 PM ET
- Size
- 12.7 KB