UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| HomeAway, Inc. |
(Name of issuer)
| Common Stock, $0.0001 par value per share |
(Title of class of securities)
| 43739Q 10 0 |
(CUSIP number)
| December 31, 2011 |
(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 the disclosures provided in a prior cover page. |
The information required in 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).
SCHEDULE 13G
| CUSIP No. 43739Q 10 0 | Page 2 of 14 Pages |
| (1) |
Names of reporting persons
Institutional Venture Partners XI, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (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 shares | ||||
| (6) | Shared voting power
6,558,910 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
6,558,910 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,558,910 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
8.1% (3) | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by Institutional Venture Partners XI, L.P. (“IVP XI”), Institutional Venture Partners XI GmbH & Co. Beteiligungs KG (“IVP XI KG”), Institutional Venture Management XI, LLC (“IVM XI”), Institutional Venture Partners XII, L.P. (“IVP XII”), Institutional Venture Management XII, LLC (“IVM XII”), Todd C. Chaffee (“Chaffee”), , Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”) and Dennis B. Phelps (“Phelps” together with IVP XI, IVP XI KG, IVM XI, IVP XII, IVM XII, Chaffee, Fogelsong, Harrick and Miller, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 43739Q 10 0 | Page 3 of 14 Pages |
| (1) |
Names of reporting persons
Institutional Venture Partners XI GmbH & Co. Beteiligungs KG | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Germany | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
6,558,910 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
6,558,910 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,558,910 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
8.1% (3) | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 43739Q 10 0 | Page 4 of 14 Pages |
| (1) |
Names of reporting persons
Institutional Venture Management XI, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (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 shares | ||||
| (6) | Shared voting power
6,558,910 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
6,558,910 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,558,910 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
8.1% (3) | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 43739Q 10 0 | Page 5 of 14 Pages |
| (1) |
Names of reporting persons
Institutional Venture Partners XII, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (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 shares | ||||
| (6) | Shared voting power
6,558,910 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
6,558,910 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,558,910 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
8.1% (3) | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 43739Q 10 0 | Page 6 of 14 Pages |
| (1) |
Names of reporting persons
Institutional Venture Management XII, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (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 shares | ||||
| (6) | Shared voting power
6,558,910 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
6,558,910 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,558,910 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
8.1% (3) | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 43739Q 10 0 | Page 7 of 14 Pages |
| (1) |
Names of reporting persons
Todd C. Chaffee | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
6,558,910 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
6,558,910 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,558,910 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
8.1% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 43739Q 10 0 | Page 8 of 14 Pages |
| (1) |
Names of reporting persons
Norman A. Fogelsong | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
6,558,910 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
6,558,910 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,558,910 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
8.1% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 43739Q 10 0 | Page 9 of 14 Pages |
| (1) |
Names of reporting persons
Stephen J. Harrick | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
6,558,910 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
6,558,910 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,558,910 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
8.1% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 43739Q 10 0 | Page 10 of 14 Pages |
| (1) |
Names of reporting persons
J. Sanford Miller | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
6,558,910 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
6,558,910 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,558,910 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
8.1% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 43739Q 10 0 | Page 11 of 14 Pages |
| (1) |
Names of reporting persons
Dennis B. Phelps | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
6,558,910 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
6,558,910 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,558,910 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
8.1% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 3,017,000 shares held by IVP XI; 483,000 shares held by IVP XI KG; and 3,058,910 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
| Page 12 of 14 Pages |
| Item 1(a). | Name of Issuer: |
HomeAway, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1011 W. 5th Street, Suite 300
Austin, Texas 78703
| Item 2(a). | Name of Person Filing: |
Institutional Venture Partners XI, L.P. (“IVP XI”)
Institutional Venture Partners XI GmbH & Co. Beteiligungs KG (“IVP XI KG”)
Institutional Venture Management XI, LLC (“IVM XI”)
Institutional Venture Partners XII, L.P. (“IVP XII”)
Institutional Venture Management XII, LLC (“IVM XII”)
Todd C. Chaffee (“Chaffee”)
Norman A. Fogelsong (“Fogelsong”)
Stephen J. Harrick (“Harrick”)
J. Sanford Miller (“Miller”)
Dennis B. Phelps (“Phelps”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Institutional Venture Partners
3000 Sand Hill Road, Building 2, Suite 250
Menlo Park, California 94025
| Item 2(c). | Citizenship: |
| IVP XI |
Delaware | |||
| IVP XI KG |
Germany | |||
| IVM XI |
Delaware | |||
| IVP XII |
Delaware | |||
| IVM XII |
Delaware | |||
| Chaffee |
United States of America | |||
| Fogelsong |
United States of America | |||
| Harrick |
United States of America | |||
| Miller |
United States of America | |||
| Phelps |
United States of America |
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.0001 par value per share
| Item 2(e). | CUSIP Number: |
43739Q 10 0
| Item 3. | Not applicable. |
Page 13 of 14 Pages
| Item 4. Ownership. |
The following information with respect to the ownership of the Common Stock by the Reporting Persons filing This statement on Schedule 13G is provided as of December 31, 2011:
| Reporting Persons |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (2) |
|||||||||||||||||||||
| IVP XI |
3,017,000 | 0 | 6,558,910 | 0 | 6,558,910 | 6,558,910 | 8.1 | % | ||||||||||||||||||||
| IVP XI KG |
483,000 | 0 | 6,558,910 | 0 | 6,558,910 | 6,558,910 | 8.1 | % | ||||||||||||||||||||
| IVM XI (1) |
0 | 0 | 6,558,910 | 0 | 6,558,910 | 6,558,910 | 8.1 | % | ||||||||||||||||||||
| IVP XII |
3,058,910 | 0 | 6,558,910 | 0 | 6,558,910 | 6,558,910 | 8.1 | % | ||||||||||||||||||||
| IVM XII (1) |
0 | 0 | 6,558,910 | 0 | 6,558,910 | 6,558,910 | 8.1 | % | ||||||||||||||||||||
| Chaffee (1) |
0 | 0 | 6,558,910 | 0 | 6,558,910 | 6,558,910 | 8.1 | % | ||||||||||||||||||||
| Fogelsong (1) |
0 | 0 | 6,558,910 | 0 | 6,558,910 | 6,558,910 | 8.1 | % | ||||||||||||||||||||
| Harrick (1) |
0 | 0 | 6,558,910 | 0 | 6,558,910 | 6,558,910 | 8.1 | % | ||||||||||||||||||||
| Miller (1) |
0 | 0 | 6,558,910 | 0 | 6,558,910 | 6,558,910 | 8.1 | % | ||||||||||||||||||||
| Phelps (1) |
0 | 0 | 6,558,910 | 0 | 6,558,910 | 6,558,910 | 8.1 | % | ||||||||||||||||||||
| (1) | IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. Chaffee, Fogelsong, Harrick, Miller and Phelps own no securities of the Issuer directly. |
| (2) | This percentage is calculated based upon 80,582,163 shares of the Common Stock outstanding as of November 2, 2011 as reported in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
| Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of a Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
| Page 14 of 14 Pages |
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 10, 2012
| INSTITUTIONAL VENTURE PARTNERS XI, L.P. | ||
| By: Institutional Venture Management XI, LLC | ||
| Its: General Partner | ||
| By: | /s/ Norman A. Fogelsong | |
| Norman A. Fogelsong, Managing Director | ||
| INSTITUTIONAL VENTURE PARTNERS XI GmbH & CO. BETEILIGUNGS KG | ||
| By: Institutional Venture Management XI, LLC | ||
| Its: Managing Limited Partner | ||
| By: | /s/ Norman A. Fogelsong | |
| Norman A. Fogelsong, Managing Director | ||
| INSTITUTIONAL VENTURE MANAGEMENT XI, LLC | ||
| By: | /s/ Norman A. Fogelsong | |
| Norman A. Fogelsong, Managing Director | ||
| INSTITUTIONAL VENTURE PARTNERS XII, L.P. | ||
| By: Institutional Venture Management XII, LLC | ||
| Its: General Partner | ||
| By: | /s/ Norman A. Fogelsong | |
| Norman A. Fogelsong, Managing Director | ||
| INSTITUTIONAL VENTURE MANAGEMENT XII, LLC | ||
| By: | /s/ Norman A. Fogelsong | |
| Norman A. Fogelsong, Managing Director | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for J. Sanford Miller | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps | ||
| Exhibit(s): | ||
| Exhibit 99.1: | Joint Filing Statement | |