Page 1 of 22

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. ______)*

HomeAway, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

43739Q100

(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)

S   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 22

Exhibit Index on Page 17

 
 

 

CUSIP # 43739Q100 Page 2 of 22

 

 

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
17,140,072 shares, except that AV Partners VIII, L.P. (“AVP VIII”), the general partner of AV VIII, may be deemed to have sole power to vote these shares, and Joseph C. Aragona (“Aragona”), Kenneth P. DeAngelis (“DeAngelis”), Christopher A. Pacitti (“Pacitti”) and John D. Thornton (“Thornton”), the general partners of AVP VIII, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
17,140,072 shares, except that AVP VIII, the general partner of AV VIII, may be deemed to have sole power to dispose of these shares, and Aragona, DeAngelis, Pacitti and Thornton, the general partners of AVP VIII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

17,140,072

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

21.3%

12

TYPE OF REPORTING PERSON

PN

 
 

 

CUSIP # 43739Q100 Page 3 of 22

 

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
17,140,072 shares, all of which are directly owned by AV VIII. AVP VIII, the general partner of AV VIII, may be deemed to have the sole power to vote these shares, and Aragona, DeAngelis, Pacitti and Thornton, the general partners of AVP VIII, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
17,140,072 shares, all of which are directly owned by AV VIII. AVP VIII, the general partner of AV VIII, may be deemed to have the sole power to dispose of these shares, and Aragona, DeAngelis, Pacitti and Thornton, the general partners of AVP VIII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

17,140,072

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

21.3%

12

TYPE OF REPORTING PERSON

PN

 
 

 

CUSIP # 43739Q100 Page 4 of 22

 

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
847,556 shares, except that AV Partners X, L.P. (“AVP X LP”), the general partner of AV X, and AV Partners X, L.L.C. (“AVP X LLC”), the general partner of AVP X LP, may be deemed to have sole power to vote these shares, and Aragona, DeAngelis, Pacitti, Philip S. Siegel (“Siegel”) and Thornton, the members of AVP X LLC, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
847,556 shares, except that AVP X LP, the general partner of AV X, and AVP X LLC, the general partner of AVP X LP, may be deemed to have sole power to dispose of these shares, and Aragona, DeAngelis, Pacitti, Siegel and Thornton, the members of AVP X LLC, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

847,556

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.1%

12

TYPE OF REPORTING PERSON

PN

 
 

 

CUSIP # 43739Q100 Page 5 of 22

 

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
847,556 shares, all of which are directly owned by AV X. AVP X LP, the general partner of AV X, may be deemed to have the sole power to vote these shares, except that AVP X LLC, the general partner of AVP X LP, may be deemed to have sole power to vote these shares, and Aragona, DeAngelis, Pacitti, Siegel and Thornton, the members of AVP X LLC, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
847,556 shares, all of which are directly owned by AV X. AVP X LP, the general partner of AV X, may be deemed to have the sole power to dispose of these shares, except that AVP X LLC, the general partner of AVP X LP, may be deemed to have sole power to dispose of these shares, and Aragona, DeAngelis, Pacitti, Siegel and Thornton, the members of AVP X LLC, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

847,556

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.1%

12

TYPE OF REPORTING PERSON

PN

 

 
 

 

CUSIP # 43739Q100 Page 6 of 22

 

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
847,556 shares, all of which are directly owned by AV X. AVP X LLC, the general partner of AVP X LP, may be deemed to have the sole power to vote these shares, except that AVP X LP, the general partner of AV X, may be deemed to have sole power to vote these shares, and Aragona, DeAngelis, Pacitti, Siegel and Thornton, the members of AVP X LLC, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
847,556 shares, all of which are directly owned by AV X. AVP X LLC, the general partner of AVP X LP, may be deemed to have the sole power to dispose of these shares, except that AVP X LP, the general partner of AV X, may be deemed to have sole power to dispose of these shares, and Aragona, DeAngelis, Pacitti, Siegel and Thornton, the members of AVP X LLC, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

847,556

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.1%

12

TYPE OF REPORTING PERSON

OO

 
 

 

CUSIP # 43739Q100 Page 7 of 22

 

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

SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
17,987,628 shares, of which 17,140,072 are directly owned by AV VIII and 847,556 are directly owned by AV X.  Aragona is a general partner of AVP VIII, the general partner of AV VIII and a member of AVP X LLC, the general partner of AVP X LP, the general partner of AV X, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
17,987,628 shares, of which 17,140,072 are directly owned by AV VIII and 847,556 are directly owned by AV X.  Aragona is a general partner of AVP VIII, the general partner of AV VIII and a member of AVP X LLC, the general partner of AVP X LP, the general partner of AV X, and may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

17,987,628

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

22.3%

12

TYPE OF REPORTING PERSON

IN

 
 

 

CUSIP # 43739Q100 Page 8 of 22

 

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

SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
17,987,628 shares, of which 17,140,072 are directly owned by AV VIII and 847,556 are directly owned by AV X.  DeAngelis is a general partner of AVP VIII, the general partner of AV VIII and a member of AVP X LLC, the general partner of AVP X LP, the general partner of AV X, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
17,987,628 shares, of which 17,140,072 are directly owned by AV VIII and 847,556 are directly owned by AV X.  DeAngelis is a general partner of AVP VIII, the general partner of AV VIII and a member of AVP X LLC, the general partner of AVP X LP, the general partner of AV X, and may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

17,987,628

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

22.3%

12

TYPE OF REPORTING PERSON

IN

 

 
 

 

CUSIP # 43739Q100 Page 9 of 22

 

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

SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
17,987,628 shares, of which 17,140,072 are directly owned by AV VIII and 847,556 are directly owned by AV X.  Pacitti is a general partner of AVP VIII, the general partner of AV VIII and a member of AVP X LLC, the general partner of AVP X LP, the general partner of AV X, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
17,987,628 shares, of which 17,140,072 are directly owned by AV VIII and 847,556 are directly owned by AV X.  Pacitti is a general partner of AVP VIII, the general partner of AV VIII and a member of AVP X LLC, the general partner of AVP X LP, the general partner of AV X, and may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

17,987,628

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

22.3%

12

TYPE OF REPORTING PERSON

IN

 
 

 

CUSIP # 43739Q100 Page 10 of 22

 

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

SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5 SOLE VOTING POWER
275,000 shares
6 SHARED VOTING POWER
854,118 shares, of which 847,556 are directly owned by AV X and 6,562 are warrants directly owned by Entrepreneurs Foundation & Idea Network (“EFIN”).  Siegel is a member of AVP X LLC, the general partner of AVP X LP, the general partner of AV X and a director of EFIN, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
275,000 shares
8 SHARED DISPOSITIVE POWER
854,118 shares, of which 847,556 are directly owned by AV X and 6,562 are warrants directly owned by EFIN.  Siegel is a member of AVP X LLC, the general partner of AVP X LP, the general partner of AV X and a director of EFIN, and may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

1,129,118

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.4%

12

TYPE OF REPORTING PERSON

IN

 
 

 

CUSIP # 43739Q100 Page 11 of 22

 

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

SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
17,987,628 shares, of which 17,140,072 are directly owned by AV VIII and 847,556 are directly owned by AV X.  Thornton is a general partner of AVP VIII, the general partner of AV VIII and a member of AVP X LLC, the general partner of AVP X LP, the general partner of AV X, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
17,987,628 shares, of which 17,140,072 are directly owned by AV VIII and 847,556 are directly owned by AV X.  Thornton is a general partner of AVP VIII, the general partner of AV VIII and a member of AVP X LLC, the general partner of AVP X LP, the general partner of AV X, and may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

17,987,628

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

22.3%

12

TYPE OF REPORTING PERSON

IN

 

 
 

 

CUSIP # 43739Q100 Page 12 of 22

 

ITEM 1(A).NAME OF ISSUER

HomeAway, Inc.
ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

1011 W. Fifth Street, Suite 300
Austin, Texas 78703

 

ITEM 2(A).NAME OF PERSONS FILING

This Statement is filed by Austin Ventures VIII, L.P., a Delaware limited partnership (“AV VIII”), AV Partners VIII, L.P., a Delaware limited partnership (“AVP VIII”), Austin Ventures X, L.P., a Delaware limited partnership (“AV X”), AV Partners X, L.P., a Delaware limited partnership (“AVP X LP”), AV Partners X, L.L.C., a Delaware limited liability company (“AVP X LLC”), Joseph C. Aragona (“Aragona”), Kenneth P. DeAngelis (“DeAngelis”), Christopher A. Pacitti (“Pacitti”), Philip S. Siegel (“Siegel”) and John D. Thornton (“Thornton”). Aragona, DeAngelis, Pacitti and Thornton are the general partners of AVP VIII. Aragona, DeAngelis, Pacitti, Siegel and Thornton are members of AVP X LLC. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

AVP VIII, the general partner of AV VIII, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AV VIII. AVP X LP, the general partner of AV X, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AV X. AVP X LLC, the general partner of AVP X LP, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AV X. Aragona, DeAngelis, Pacitti and Thornton are general partners of AVP VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AV VIII. Aragona, DeAngelis, Pacitti, Siegel and Thornton are members of AVP X LLC and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AV X. Siegel may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Siegel. Siegel is a director of Entrepreneurs Foundation and Idea Network (“EFIN”) and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by EFIN.

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons is:

 

c/o Austin Ventures
300 West Sixth Street, Suite 2300
Austin, Texas 78701

ITEM 2(C).CITIZENSHIP

AV VIII, AVP VIII, AV X, AVP X LP are Delaware limited partnerships. AVP X LLC is a Delaware limited liability company. Aragona, DeAngelis, Pacitti, Siegel and Thornton are United States citizens.
ITEM 2(D) AND (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

Common Stock
CUSIP # 43739Q100
ITEM 3.Not Applicable.
 
 

 

CUSIP # 43739Q100 Page 13 of 22

 

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, 2011.
(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

Not applicable.
ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Under certain circumstances set forth in the limited partnership agreements of AV VIII and AV X, the general and limited partners of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.
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.
 
 

 

CUSIP # 43739Q100 Page 14 of 22

 

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.
ITEM 9.NOTICE OF DISSOLUTION OF GROUP

Not applicable.
ITEM 10.CERTIFICATION

Not applicable.

 

 

 
 

 

CUSIP # 43739Q100 Page 15 of 22

 

 

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 13, 2012

 

 

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 16 of 22

 

   
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 17 of 22

 

 

EXHIBIT INDEX

  Found on Sequentially
Exhibit Numbered Page
Exhibit A:  Agreement of Joint Filing 18
Exhibit B: Power of Attorney 20

 

 
 

 

CUSIP # 43739Q100 Page 18 of 22

 

 

exhibit A

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Dated: February 13, 2012

 

 

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
 
 

 

CUSIP # 43739Q100 Page 19 of 22

 

 

JOSEPH C. ARAGONA /s/ Kevin Kunz
  Signature
   
  Kevin Kunz
  Chief Financial Officer/Attorney-In-Fact
   
   
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 20 of 22

 

EXHIBIT B

Power of Attorney

Each of the undersigned individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Kevin Kunz, or, with respect to any such undersigned individual, such other person or entity as is designated in writing by such undersigned individual, (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

Each Reporting Person hereby further authorizes and designates Kevin Kunz (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

 

 

February 13, 2012   By: /s/ Joseph C. Aragona  
      Joseph C. Aragona  
         
         
February 13, 2012   By: /s/ Kenneth P. DeAngelis  
      Kenneth P. DeAngelis  
         
         
February 13, 2012   By: /s/ Christopher A. Pacitti  
      Christopher A. Pacitti  
         
         
February 13, 2012   By: /s/ Philip S. Siegel  
      Philip S. Siegel  
         
         
February 13, 2012   By: /s/ John D. Thornton  
      John D. Thornton  

 

 
 

 

CUSIP # 43739Q100 Page 21 of 22

 

Power of Attorney

Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates AV Partners VIII, L.P. or such other person or entity as is designated in writing by Kenneth P. DeAngelis (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

Each Reporting Person hereby further authorizes and designates Kevin Kunz (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

 

 

February 13, 2012   AV PARTNERS VIII, L.P.,  
    a Delaware Limited Partnership  
         
         
    By: /s/ Kenneth P. DeAngelis  
      General Partner  
         
         
February 13, 2012   AUSTIN VENTURES VIII, L.P.,  
    a Delaware Limited Partnership  
    By: AV Partners VIII, L.P.,  
      Its General Partner  
         
         
    By: /s/ Kenneth P. DeAngelis  
      General Partner  
         

 

 
 

 

CUSIP # 43739Q100 Page 22 of 22

 

Power of Attorney

Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates AV Partners X, L.L.C. or such other person or entity as is designated in writing by Kenneth P. DeAngelis (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

Each Reporting Person hereby further authorizes and designates Kevin Kunz (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

February 13, 2012   AV PARTNERS X, L.L.C.,  
    a Delaware Limited Liability Company  
         
         
    By: /s/ Kenneth P. DeAngelis  
      Member  
         
         
February 13, 2012   AV PARTNERS X, L.P.,  
    a Delaware Limited Partnership  
         
    By: AV Partners X, L.L.C.,  
      Its General Partner  
         
         
    By: /s/ Kenneth P. DeAngelis  
      Member  
         
         
February 13, 2012   AUSTIN VENTURES X, L.P.,  
    a Delaware Limited Partnership  
    By: AV Partners X, L.P.,  
      Its General Partner  
         
    By: AV Partners X, L.L.C.,  
      Its General Partner  
         
         
    By: /s/ Kenneth P. DeAngelis  
      Member