Sec Form 4 Filing - GOODRICH PAUL B @ Redfin Corp - 2017-08-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GOODRICH PAUL B
2. Issuer Name and Ticker or Trading Symbol
Redfin Corp [ RDFN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MADRONA VENTURE GROUP, 999 THIRD AVE., 34TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/02/2017
(Street)
SEATTLE, WA98104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,355,350 A 1,355,350 I By Madrona Venture Fund III, L.P. ( 2 )
Common Stock 08/02/2017 C 2,739,483 A 4,094,833 I By Madrona Venture Fund III, L.P. ( 2 )
Common Stock 08/02/2017 C 1,184,724 A 5,279,557 I By Madrona Venture Fund III, L.P. ( 2 )
Common Stock 08/02/2017 C 1,497,804 A 6,777,361 I By Madrona Venture Fund III, L.P. ( 2 )
Common Stock 08/02/2017 C 411,932 A 7,189,293 I By Madrona Venture Fund III, L.P. ( 2 )
Common Stock 08/02/2017 C 392,965 A 7,582,258 I By Madrona Venture Fund III, L.P. ( 2 )
Common Stock 08/02/2017 C 104,077 A 104,077 I By Madrona Venture Fund III-A, L.P. ( 8 )
Common St ock 08/02/2017 C 210,372 A 314,449 I By Madrona Venture Fund III-A, L.P. ( 8 )
Common Stock 08/02/2017 C 47,326 A 361,775 I By Madrona Venture Fund III-A, L.P. ( 8 )
Common Stock 08/02/2017 C 59,835 A 421,610 I By Madrona Venture Fund III-A, L.P. ( 8 )
Common Stock 08/02/2017 C 16,456 A 438,066 I By Madrona Venture Fund III-A, L.P. ( 8 )
Common Stock 08/02/2017 C 15,698 A 453,764 I By Madrona Venture Fund III-A, L.P. ( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 A-1 Preferred Stock ( 1 ) 08/02/2017 C 1,355,350 ( 1 ) ( 1 ) Common Stock 1,355,350 $ 0 0 I By Madrona Venture Fund III, L.P. ( 2 )
Series A-3 Preferred Stock ( 3 ) 08/02/2017 C 2,739,483 ( 3 ) ( 3 ) Common Stock 2,739,483 $ 0 0 I By Madrona Venture Fund III, L.P. ( 2 )
Series B Preferred Stock ( 4 ) 08/02/2017 C 1,184,724 ( 4 ) ( 4 ) Common Stock 1,184,724 $ 0 0 I By Madrona Venture Fund III, L.P. ( 2 )
Series C Preferred Stock ( 5 ) 08/02/2017 C 1,497,804 ( 5 ) ( 5 ) Common Stock 1,497,804 $ 0 0 I By Madrona Venture Fund III, L.P. ( 2 )
Series D Preferred Stock ( 6 ) 08/02/2017 C 411,932 ( 6 ) ( 6 ) Common Stock 411,932 $ 0 0 I By Madrona Venture Fund III, L.P. ( 2 )
Series E Preferred Stock ( 7 ) 08/02/2017 C 392,965 ( 7 ) ( 7 ) Common Stock 392,965 $ 0 0 I By Madrona Venture Fund III, L.P. ( 2 )
Series A-1 Preferred Stock ( 1 ) 08/02/2017 C 104,077 ( 1 ) ( 1 ) Common Stock 104,077 $ 0 0 I By Madrona Venture Fund III-A, L.P. ( 8 )
Series A-3 Preferred Stock ( 2 ) 08/02/2017 C 210,372 ( 3 ) ( 3 ) Common Stock 210,372 $ 0 0 I By Madrona Venture Fund III-A, L.P. ( 8 )
Series B Preferred Stock ( 4 ) 08/02/2017 C 47,326 ( 4 ) ( 4 ) Common Stock 47,326 $ 0 0 I By Madrona Venture Fund III-A, L.P. ( 8 )
Series C Preferred Stock ( 5 ) 08/02/2017 C 59,835 ( 5 ) ( 5 ) Common Stock 59,835 $ 0 0 I By Madrona Venture Fund III-A, L.P. ( 8 )
Series D Preferred Stock ( 6 ) 08/02/2017 C 16,456 ( 6 ) ( 6 ) Common Stock 16,456 $ 0 0 I By Madrona Venture Fund III-A, L.P. ( 8 )
Series E Preferred Stock ( 7 ) 08/02/2017 C 15,698 ( 7 ) ( 7 ) Common Stock 15,698 $ 0 0 I By Madrona Venture Fund III-A, L.P. ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOODRICH PAUL B
C/O MADRONA VENTURE GROUP
999 THIRD AVE., 34TH FLOOR
SEATTLE, WA98104
X
Signatures
/s/ Kristi Weichelt as attorney-in-fact for Paul Goodrich 08/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the issuer's Series A-1 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 Madrona Venture Fund III, L.P. ("Madrona Fund III"). Madrona Investment Partners III, L.P. ("Madrona Partners III") is the general partner of Madrona Fund III, and Madrona III General Partner, LLC ("Madrona III LLC") is the general partner of Madrona Partners III. The reporting person, who is a member of the issuer's board of directors, together with Tom Alberg, Scott Jacobson, Len Jordon, Matthew McIlwain and Tim Porter, are the managing members of Madrona III LLC, and each may be deemed to share voting and investment power over the securities held by Madrona Fund III. The reporting person 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 A-3 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 a the Registration Statement, and had no expiration date.
( 4 )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 IPO pursuant to a the Registration Statement, and had no expiration date.
( 5 )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 a the Registration Statement, and had no expiration date.
( 6 )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 a the Registration Statement, and had no expiration date.
( 7 )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 a the Registration Statement, and had no expiration date.
( 8 )These securities are held of record by Madrona Venture Fund III-A, L.P. ("Madrona Fund III-A"). Madrona Partners III is the general partner of Madrona Fund III-A, and Madrona III LLC is the general partner of Madrona Partners III. The reporting person, who is a member of the issuer's board of directors, together with Tom Alberg, Scott Jacobson, Len Jordon, Matthew McIlwain and Tim Porter are the managing members of Madrona III LLC, and each may be deemed to share voting and investment power over the securities held by Madrona Fund III-A. The reporting person 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.

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