SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
| HomeAway, Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 43739Q100 |
| (CUSIP Number) |
| December 31, 2013 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 17
Exhibit Index on Page 15
| CUSIP # 43739Q100 | Page 2 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Austin Ventures VIII, L.P. (“AV VIII”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER -0- | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE
OF REPORTING PERSON PN |
| CUSIP # 43739Q100 | Page 3 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AV Partners VIII, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER -0- | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE
OF REPORTING PERSON PN |
| CUSIP # 43739Q100 | Page 4 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Austin Ventures X, L.P. (“AV X”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER -0- | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE
OF REPORTING PERSON PN |
| CUSIP # 43739Q100 | Page 5 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AV Partners X, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER -0- | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE
OF REPORTING PERSON PN |
| CUSIP # 43739Q100 | Page 6 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AV Partners X, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER -0- | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE
OF REPORTING PERSON OO |
| CUSIP # 43739Q100 | Page 7 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph C. Aragona |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF | 5 | SOLE VOTING POWER -0- |
| SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
6 | SHARED VOTING POWER -0- |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE
OF REPORTING PERSON IN |
| CUSIP # 43739Q100 | Page 8 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth P. DeAngelis |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF | 5 | SOLE VOTING POWER -0- |
| SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
6 | SHARED VOTING POWER -0- |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE
OF REPORTING PERSON IN |
| CUSIP # 43739Q100 | Page 9 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Christopher A. Pacitti |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF | 5 | SOLE VOTING POWER -0- |
| SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
6 | SHARED VOTING POWER -0- |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE
OF REPORTING PERSON IN |
| CUSIP # 43739Q100 | Page 10 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip S. Siegel |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF | 5 | SOLE VOTING POWER -0- |
| SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
6 | SHARED VOTING POWER -0- |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE
OF REPORTING PERSON IN |
| CUSIP # 43739Q100 | Page 11 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John D. Thornton |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF | 5 | SOLE VOTING POWER -0- |
| SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
6 | SHARED VOTING POWER -0- |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE
OF REPORTING PERSON IN |
| CUSIP # 43739Q100 | Page 12 of 17 |
This Amendment No. 2 amends the Statement on Schedule 13G previously filed (and amended by Amendment No. 1) by Austin Ventures VIII, L.P., a Delaware limited partnership, AV Partners VIII, L.P., a Delaware limited partnership, Austin Ventures X, L.P., a Delaware limited partnership, AV Partners X, L.P., a Delaware limited partnership, AV Partners X, L.L.C., a Delaware limited liability company, Joseph C. Aragona, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel and John D. Thornton. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 2.
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the Common Stock of the issuer by the person filing this Statement is provided as of December 31, 2013.
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting Person.
| (b) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following S.
| CUSIP # 43739Q100 | Page 13 of 17 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2014
| AUSTIN VENTURES VIII, L.P. | /s/ Kevin Kunz |
| By AV Partners VIII, L.P., | Signature |
| Its General Partner | |
| Kevin Kunz | |
| Chief Financial Officer/Attorney-In-Fact | |
| AV PARTNERS VIII, L.P. | /s/ Kevin Kunz |
| Signature | |
| Kevin Kunz | |
| Chief Financial Officer/Attorney-In-Fact | |
| AUSTIN VENTURES X, L.P. | /s/ Kevin Kunz |
| By AV Partners X, L.P., | Signature |
| Its General Partner | |
| By AV Partners X, L.L.C., | Kevin Kunz |
| Its General Partner | Chief Financial Officer/Attorney-In-Fact |
| AV PARTNERS X, L.P. | /s/ Kevin Kunz |
| By AV Partners X, L.L.C., | Signature |
| Its General Partner | |
| Kevin Kunz | |
| Chief Financial Officer/Attorney-In-Fact | |
| AV PARTNERS X, L.L.C. | /s/ Kevin Kunz |
| Signature | |
| Kevin Kunz | |
| Chief Financial Officer/Attorney-In-Fact | |
| JOSEPH C. ARAGONA | /s/ Kevin Kunz |
| Signature | |
| Kevin Kunz | |
| Chief Financial Officer/Attorney-In-Fact |
| CUSIP # 43739Q100 | Page 14 of 17 |
| KENNETH P. DeANGELIS | /s/ Kevin Kunz |
| Signature | |
| Kevin Kunz | |
| Chief Financial Officer/Attorney-In-Fact | |
| CHRISTOPHER A. PACITTI | /s/ Kevin Kunz |
| Signature | |
| Kevin Kunz | |
| Chief Financial Officer/Attorney-In-Fact | |
| PHILIP S. SIEGEL | /s/ Kevin Kunz |
| Signature | |
| Kevin Kunz | |
| Chief Financial Officer/Attorney-In-Fact | |
| JOHN D. THORNTON | /s/ Kevin Kunz |
| Signature | |
| Kevin Kunz | |
| Chief Financial Officer/Attorney-In-Fact |
| CUSIP # 43739Q100 | Page 15 of 17 |
EXHIBIT INDEX
|
Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 16 | |
| Exhibit B: Power of Attorney | 17 |
| CUSIP # 43739Q100 | Page 16 of 17 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of HomeAway, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.
| CUSIP # 43739Q100 | Page 17 of 17 |
EXHIBIT B
Power of Attorney
Kevin Kunz has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.