Ownership Submission
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 *
SHARPLES BRIAN
   2. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [AWAY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, President and Chairman
(Last)
(First)
(Middle)
1011 W. FIFTH STREET, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
12/15/2015
(Street)

AUSTIN, TX 78703		 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 12/15/2015   D(1)   11,403 D (2) 0 I By the Hawken Drake Sharples 2009 Trust (3)
Common Stock 12/15/2015   D(1)   11,402 D (2) 0 I By the Emma Jette Sharples 2002 Trust (4)
Common Stock 12/15/2015   D(1)   11,402 D (2) 0 I By the Chloe Marie Sharples 1998 Trust (5)
Common Stock 12/15/2015   D(1)   255,261 D (6) 0 D  

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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
Stock Option $ 33.44 12/15/2015   D(1)     150,000   (7) 05/01/2024 Common Stock 150,000 (8) 0 D  
Stock Option $ 8.1 12/15/2015   D(1)     11,682   (9) 01/29/2018 Common Stock 11,682 (8) 0 D  
Stock Option $ 30.43 12/15/2015   D(1)     162,025   (7) 03/05/2023 Common Stock 162,025 (8) 0 D  
Stock Option $ 19.97 12/15/2015   D(1)     712,000   (10) 02/10/2021 Common Stock 712,000 (8) 0 D  
Stock Option $ 2.06 12/15/2015   D(1)     194,000   (11) 01/30/2017 Common Stock 194,000 (8) 0 D  
Stock Option $ 25.54 12/15/2015   D(1)     115,240   (7) 03/27/2022 Common Stock 115,240 (8) 0 D  
Stock Option $ 27.48 12/15/2015   D(1)     194,119   (7) 05/01/2025 Common Stock 194,119 (8) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHARPLES BRIAN
1011 W. FIFTH STREET, SUITE 300
AUSTIN, TX 78703		   X     CEO, President and Chairman  

Signatures

 /s/ Melissa Fruge, as Attorney-in-Fact for Brian Sharples   12/15/2015
**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) 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").
(2) Pursuant to the Merger Agreement, each share of the 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.
(3) The reporting person is the trustee of The Hawken Drake Sharples 2009 Trust, and has voting and dispositive power over the shares held by said trust.
(4) The reporting person is the trustee of The Emma Jette Sharples 2002 Trust, and has voting and dispositive power over the shares held by said trust.
(5) The reporting person is the trustee of The Chloe Marie Sharples 1998 Trust, and has voting and dispositive power over the shares held by said trust.
(6) Pursuant to the Merger Agreement, (i) 38,594 shares of the common stock were 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, (ii) 110,648 restricted stock awards 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 restricted stock award, less applicable tax withholdings, and (iii) 106,019 restricted stock units vested immediately prior to the First Effective Time and were cancelled in exchange for the right to receive $10.15 in cash and .2065 shares of Parent Common Stock in respect of each share of common stock subject to each such vested restricted stock unit, less applicable tax withholdings.
(7) Fully vested as of December 15, 2015.
(8) Each share of common stock subject to the options were 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 in respect of each Net Share covered by such options, less applicable tax withholdings.
(9) Fully vested on December 10, 2010.
(10) Fully vested on February 10, 2015.
(11) Full vested on January 31, 2011.

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