0001628280-25-034362.txt : 20250703 0001628280-25-034362.hdr.sgml : 20250703 20250703213458 ACCESSION NUMBER: 0001628280-25-034362 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250701 FILED AS OF DATE: 20250703 DATE AS OF CHANGE: 20250703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KELMAN GLENN CENTRAL INDEX KEY: 0001193764 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38160 FILM NUMBER: 251106856 MAIL ADDRESS: STREET 1: 500 SANSOME STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Redfin Corp CENTRAL INDEX KEY: 0001382821 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1099 STEWART STREET, SUITE 600 CITY: seattle STATE: WA ZIP: 98101 BUSINESS PHONE: (206) 576-8610 MAIL ADDRESS: STREET 1: 1099 STEWART STREET, SUITE 600 CITY: seattle STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: Redfin CORP DATE OF NAME CHANGE: 20061206 4 1 wk-form4_1751592891.xml FORM 4 X0508 4 2025-07-01 1 0001382821 Redfin Corp RDFN 0001193764 KELMAN GLENN C/O REDFIN CORPORATION 1099 STEWART STREET, SUITE 600 SEATTLE WA 98101 1 1 0 0 Chief Executive Officer 0 Common Stock 2025-07-01 4 D 0 1458448 D 0 D Stock Option (right to buy) 8.61 2025-07-01 4 D 0 483333 0 D 2025-11-24 Common Stock 483333 0 D Stock Option (right to buy) 8.97 2025-07-01 4 D 0 10047 0 D 2026-02-03 Common Stock 10047 0 D Stock Option (right to buy) 8.10 2025-07-01 4 D 0 8148 0 D 2026-09-29 Common Stock 8148 0 D Stock Option (right to buy) 10.80 2025-07-01 4 D 0 1296 0 D 2027-06-14 Common Stock 1296 0 D Stock Option (right to buy) 27.50 2025-07-01 4 D 0 300000 0 D 2029-06-01 Common Stock 300000 0 D The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 9, 2025 (the "Merger Agreement"), by and among Redfin Corporation (the "Company"), Rocket Companies, Inc. ("Parent"), and Neptune Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on July 1, 2025, Merger Sub merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of Company's common stock, par value $0.001 per share ("Company Common Stock") was converted into the right to receive 0.7926 shares of Class A Common Stock of Parent (the "Parent Common Stock" and such ratio, the "Exchange Ratio") and cash payable in lieu of fractional shares, as described in the Merger Agreement. Each stock option to purchase shares of Company Common Stock represents a contingent right to purchase one share of Company Common Stock. Pursuant to the Merger Agreement, at the Effective Time, each stock option to purchase shares of Company Common Stock (a "Company Option") that was unexpired, unexercised and outstanding as of the Effective Time (whether vested or unvested) was assumed by Parent and converted into an option to acquire that number of shares of Parent Common Stock equal to (i) the number of shares subject to such Company Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the Company Option by the Exchange Ratio, rounded up to the nearest whole cent (each, an "Assumed Option"). Each such Assumed Option is otherwise subject to the same terms and conditions as applied to the corresponding Company Option immediately prior to the Effective Time, including vesting terms. The stock option is fully vested and exercisable. /s/ Anthony Kappus, attorney-in-fact 2025-07-03