FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/27/2017 |
3. Issuer Name and Ticker or Trading Symbol
Redfin Corp [ RDFN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 78,918 | D | |
Common Stock | 223,909 | I | By Toon Toot Sawan LP(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series D Preferred Stock | (2) | (2) | Common Stock | 249,951 | (2) | I | By Toon Toot Sawan LP(1) |
Series E Preferred Stock | (3) | (3) | Common Stock | 71,271 | (3) | I | By Toon Toot Sawan LP(1) |
Series F Preferred Stock | (4) | (4) | Common Stock | 9,713 | (4) | I | By Toon Toot Sawan LP(1) |
Stock Option (right to buy) | (5) | 05/11/2026 | Common Stock | 37,567 | $9.15 | D |
Explanation of Responses: |
1. These securities are held of record by Toon Toot Sawan LP ("Toon Toot"). Tewda Management LLC ("Tewda") is the general partner of Toon Toot. The reporting person, who is a member of the issuer's board of directors, is the managing member of Tewda and has sole voting and investment power over the securities held by Toon Toot and disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
2. Each share of the issuer's Series D Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. |
3. Each share of the issuer's Series E Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
4. Each share of the issuer's Series F Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
5. The option vested as to 42.81% of the total shares on January 29, 2016 and then 2.3829% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on January 29, 2018, subject to the reporting person's provision of service to the issuer on each vesting date. |
Remarks: |
Exhibit List - Exhibit 24 - Power of Attorney |
/s/ Kristi Weichelt as attorney-in-fact for Austin Ligon | 07/27/2017 | |
** Signature of Reporting Person | Date | |
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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |