| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Redfin Corp [ RDFN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/02/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/02/2017 | C | 4,985,647 | A | (1) | 4,985,647 | I | By Vulcan Capital Venture Capital I LLC(2) | ||
| Common Stock | 08/02/2017 | C | 1,373,217 | A | (3) | 6,358,864 | I | By Vulcan Capital Venture Capital I LLC(2) | ||
| Common Stock | 08/02/2017 | C | 232,748 | A | (4) | 6,591,612 | I | By Vulcan Capital Venture Capital I LLC(2) | ||
| Common Stock | 08/02/2017 | C | 223,393 | A | (5) | 223,393 | I | By VCVC III LLC(6) | ||
| Common Stock | 08/02/2017 | C | 206,661 | A | (7) | 430,054 | I | By VCVC III LLC(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Series B Preferred Stock | (1) | 08/02/2017 | C | 4,985,647 | (1) | (1) | Common Stock | 4,985,647 | $0.00 | 0 | I | By Vulcan Capital Venture Capital I LLC(2) | |||
| Series C Preferred Stock | (3) | 08/02/2017 | C | 1,373,217 | (3) | (3) | Common Stock | 1,373,217 | $0.00 | 0 | I | By Vulcan Capital Venture Capital I LLC(2) | |||
| Series D Preferred Stock | (4) | 08/02/2017 | C | 232,748 | (4) | (4) | Common Stock | 232,748 | $0.00 | 0 | I | By Vulcan Capital Venture Capital I LLC(2) | |||
| Series E Preferred Stock | (5) | 08/02/2017 | C | 223,393 | (5) | (5) | Common Stock | 223,393 | $0.00 | 0 | I | By VCVC III LLC(6) | |||
| Series F Preferred Stock | (7) | 08/02/2017 | C | 206,661 | (7) | (7) | Common Stock | 206,661 | $0.00 | 0 | I | By VCVC III LLC(6) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of the issuer's Series B Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-219093) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date. |
| 2. These securities are held of record by Vulcan Capital Venture Capital I LLC ("VCVC I"). Vulcan Capital Venture Capital Management I LLC ("VCVC Management I") manages VCVC I. VCVC Management I is managed by Vulcan Ventures Incorporated, which is wholly owned by Paul G. Allen, who has sole voting and investment power over the shares held by VCVC I. Mr. Allen disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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. |
| 3. Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. |
| 4. Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. |
| 5. Each share of the issuer's Series E Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. |
| 6. These securities are held of record by VCVC III LLC ("VCVC III"). VCVC Management III LLC ("VCVC Management III") manages VCVC III. VCVC Management III is managed by Cougar Investment Holdings LLC, which is wholly owned by Paul G. Allen, who has sole voting and investment power over the shares held by VCVC III. Mr. Allen disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and 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. |
| 7. Each share of the issuer's Series F Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. |
| Remarks: |
| /s/ David R. Stewart, Vice President for Vulcan Ventures Incorporated | 08/02/2017 | |
| /s/ David R. Stewart, for Vulcan Capital Venture Capital Management I LLC, as Vice President of Vulcan Ventures Incorporated, its Managing Member | 08/02/2017 | |
| /s/ David R. Stewart, for Vulcan Capital Venture Capital I LLC, as Vice President of Vulcan Ventures Incorporated, the Managing Member of Vulcan Capital Venture Capital Management I LLC, the Manager of Vulcan Capital Venture Capital I LLC | 08/02/2017 | |
| /s/ David R. Stewart, as attorney-in-fact for Paul G. Allen | 08/02/2017 | |
| /s/ David R. Stewart, Vice President for Cougar Investment Holdings LLC | 08/02/2017 | |
| /s/ David R. Stewart, for VCVC Management III LLC, as Vice President of Cougar Investment Holdings LLC, its Managing Member | 08/02/2017 | |
| /s/ David R. Stewart, for VCVC III LLC, as Vice President of Cougar Investment Holdings LLC, the Managing Member of VCVC Management III LLC, the Manager of VCVC III LLC | 08/02/2017 | |
| ** 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 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). | ||
| 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. | ||