FORM 4

                

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

                
(Print or Type Responses)

            

            

                
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

                
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

                
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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  1. Name and Address of Reporting Person*

                    
Bellm Brent

                		
                
                    
  1. Issuer Name and Ticker or Trading Symbol

                    
HOMEAWAY INC (AWAY)

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

                    

                        

                            
Director		
                            
X
10% Owner		
                        

                        

                            
Officer (give
            title below)		
                            
Other (specify
             below)		
                        

                        

                            
                                

                            		
                        

                    

                		
            

            

                
                    

                        

                            (Last)
                            (First)
                            (Middle)
                        

                        

                            
                                
1011 W. FIFTH STREET, SUITE 300 

                            		
                        

                    

                		
                
                    
  1. Date of Earliest
    Transcaction Required
    to be Reported
    (Month/Day/Year)

                    
2013-03-01

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

                    

                		
            

            

                
                    

                        

                            (Street)
                        

                        

                            
                                
AUSTIN

                            		
                            
                                
TX

                            		
                            
                                
78703

                            		
                        

                    

                		
                
                    
  1. 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)

                
  1. Trans-
    action
    Date
    (Month/
    Day/
    Year)

                
  1. Deemed
    Execution
    Date, if
    any
    (Month/
    Day/Year)

                
  1. Transaction
    Code
    (Instr. 8)

                
  1. Securities Acquired (A)
    or Disposed of (D)
    (Instr. 3, 4 and 5)

                
  1. Amount of
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction (s)
    (Instr. 3 and 4)

                
  1. Ownership
    Form:
    Direct
    (D) or
    Indirect
    (I)
    (Instr. 4)

                
  1. Nature of
    Indirect
    Beneficial
    Ownership
    (Instr. 4)

            

            

                Code
                
                V
                
                Amount
                
                (A) or (D)
                
                Price
                
            

                        

                Common Stock                
                2013-03-01                
                                
                4 M 0                
                                
                1167                
                A                
                0.00                
                34111                
                D                
                                
            

                        

                Common Stock                
                2013-03-05                
                                
                4 A 0                
                                
                26583                
                A                
                0.00                
                60694                
                D                
                                
            

                        

                Common Stock                
                2013-03-06 6                
                                
                4 F 0                
                                
                308                
                D                
                29.8988                
                60386                
                D                
                                
            

                    

        

            
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

            
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

        

        

            
(Over)
SEC 1474 (01-05)

        

        

            
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information contained in this form are not required to respond
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FORM 4 (continued)

            
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)

                		
                
  1. Con-
                    version
                    or
                    Exercise
                    Price of
                    Deri-
                    vative
                    Security

                		
                
  1. Trans-
                    action
                    Date
                    (Month/
                    Day/
                    Year)

                		
                
  1. Deemed
                    Execution
                    Date, if
                    any
                    (Month/
                    Day/
                    Year)

                		
                
  1. Trans-
                    action
                    Code
                    (Instr. 8)

                		
                
  1. Number of Derivative
                    Securities Acquired
                    (A) or Disposed
                    of (D)
                    (Instr. 3, 4, and 5)

                		
                
  1. Date Exercisable
                    and
                    Expiration
                    Date
                    (Month/Day/Year)

                		
                
  1. Title and Amount of
                    Underlying Securities
                    (Instr. 3 and 4)

                		
                
  1. Price
                    of
                    Derivative
                    Security
                    (Instr.
                    5)

                		
                
  1. Number
                    of derivative
                    Securities
                    Benefi-
                    cially
                    Owned
                    following
                    Reported
                    Transaction
                    (s)(Instr.4)

                		
                
  1. Owner-
                    ship
                    Form of
                    Deri-
                    vative
                    Secu-
                    rity:
                    Direct
                    (D) or
                    Indirect
                    (I)
                    (Instr. 4)

                		
                
  1. Nature
                    of
                    Indirect
                    Beneficial
                    Ownership
                    (Instr. 4)

                		
            

            

                Code
                
                V
                
                (A)
                
                (D)
                
                Date Exercisable
                
                Expiration Date
                
                Title
                
                Amount or number of shares
                
            

                        

                Restricted Stock                
                                
                2013-03-01                
                0000-00-00                
                M                
                                
                                
                1167                
                0000-00-00                
                0000-00-00                
                Common Stock                
                1167                
                0.00                
                15169                
                D                
                                
            

                        

                Stock Option                
                30.43                
                2013-03-05                
                0000-00-00                
                A                
                                
                86076                
                                
                2014-06-01                
                2023-03-05                
                Common Stock                
                86076                
                0.00                
                86076                
                D                
                                
            

                        

                Stock Option                
                13.93                
                                
                                
                                
                                
                                
                                
                0000-00-00                
                2020-06-28                
                Common Stock                
                625000                
                                
                625000                
                D                
                                
            

                        

                Stock Option                
                19.97                
                                
                                
                                
                                
                                
                                
                0000-00-00                
                2021-02-10                
                Common Stock                
                60000                
                                
                60000                
                D                
                                
            

                        

                Stock Option                
                25.54                
                                
                                
                                
                                
                                
                                
                0000-00-00                
                2022-03-27                
                Common Stock                
                80668                
                                
                80668                
                D                
                                
            

                    

        
Explanation of Responses:

        

            1. 20% of the shares of Common Stock subject to the Option shall vest on the date which is three months
2. Each restricted stock unit represents a contingent right to receive one share of HomeAway common sto
3. 6.25% vest quarterly beginning on 09.21.2012 until final vest on 06.01.2016
4. 6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three mont
5. 6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three mont
6. These RSUs, effective April 1, 2013, will begin to vest one year from June 1, 2013 at 25%, and then 
7. 6.25% of the shares of Common Stock subject to the Option shall vest on the date which is three mont
        

        

            
2013-03-07
/s/ Melissa Fruge as Attorney-in-Fact for Brent Be
        

        

            

                
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
    See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

                

                
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.

            

            

                
Date

                
** Signature of Reporting Person

             

        

        
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