SEC FORM 3 SEC Form 3
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*
GOODRICH PAUL B

(Last) (First) (Middle)
C/O MADRONA VENTURE GROUP
999 THIRD AVE., 34TH FLOOR

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2017
3. Issuer Name and Ticker or Trading Symbol
Redfin Corp [ RDFN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
No securities beneficially held 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 A-1 Preferred Stock (1) (1) Common Stock 1,355,350 (1) I By Madrona Venture Fund III, L.P.(2)
Series A-3 Preferred Stock (3) (3) Common Stock 2,739,483 (3) I By Madrona Venture Fund III, L.P.(2)
Series B Preferred Stock (4) (4) Common Stock 1,184,724 (4) I By Madrona Venture Fund III, L.P.(2)
Series C Preferred Stock (5) (5) Common Stock 1,497,804 (5) I By Madrona Venture Fund III, L.P.(2)
Series D Preferred Stock (6) (6) Common Stock 411,932 (6) I By Madrona Venture Fund III, L.P.(2)
Series E Preferred Stock (7) (7) Common Stock 392,965 (7) I By Madrona Venture Fund III, L.P.(2)
Series A-1 Preferred Stock (1) (1) Common Stock 104,077 (1) I By Madrona Venture Fund III-A, L.P.(8)
Series A-3 Preferred Stock (2) (3) Common Stock 210,372 (3) I By Madrona Venture Fund III-A, L.P.(8)
Series B Preferred Stock (4) (4) Common Stock 47,326 (4) I By Madrona Venture Fund III-A, L.P.(8)
Series C Preferred Stock (5) (5) Common Stock 59,835 (5) I By Madrona Venture Fund III-A, L.P.(8)
Series D Preferred Stock (6) (6) Common Stock 16,456 (6) I By Madrona Venture Fund III-A, L.P.(8)
Series E Preferred Stock (7) (7) Common Stock 15,698 (7) I By Madrona Venture Fund III-A, L.P.(8)
Explanation of Responses:
1. Each share of the issuer's Series A-1 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.
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 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 B 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. Each share of the issuer's Series C 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.
6. 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 IPO and has no expiration date.
7. 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.
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.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Kristi Weichelt, as attorney-in-fact for Paul Goodrich 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.
                               LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints Chris Nielsen, Anthony
Kappus, Kristi Weichelt and Amy Ellis, as long as they are providing services to
Redfin Corporation, a Delaware corporation (the "Company"), or any of them, the
undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of the
                Company, Forms 3, 4s and 5s in accordance with Section 16(a) of
                the Securities Exchange Act of 1934, as amended (the "Exchange
                Act"), and the rules and regulations thereunder;

        (2)     do and perform any and all acts for and on behalf of the
                undersigned that may be necessary or desirable to complete and
                execute any such Forms 3, 4s and 5s and timely file such forms
                with the Securities and Exchange Commission and any stock
                exchange or similar authority, if required; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing that, in the opinion of such attorney-in-fact, may
                be of benefit to, in the best interest of, or legally required
                by, the undersigned, it being understood that the documents
                executed by such attorney-in-fact on behalf of the undersigned
                pursuant to this Power of Attorney shall
 be in such form and
                shall contain such terms and conditions as such attorney-in-fact
                may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or each such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.  The undersigned acknowledges that each of
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        The undersigned agrees that each such attorney-in-fact may rely entirely
on information furnished orally or in writing by the undersigned to each such
attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless
the Company and each such attorney-in-fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4s or 5s (including amendments
thereto) and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4s and 5s with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 28 day of June 2017.

                                        /s/ Paul Goodrich
                                        ----------------------------------------
                                        By: Paul Goodrich
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