SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Redfin Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

75737F108

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 75737F108    13G    Page 2 of 13 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Paul G. Allen

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒(1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

7,021,666 (2)

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

7,021,666 (2)

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,021,666 (2)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.7%*

12  

TYPE OF REPORTING PERSON

 

IN

 

(1) This Schedule 13G is filed by Paul G. Allen, Vulcan Ventures Incorporated (“VVI”), Vulcan Capital Venture Capital Management I LLC (“VCVC Management I”),Vulcan Capital Venture Capital I LLC (“VCVC I”), Cougar Investment Holdings LLC (“Cougar”), VCVC Management III LLC (“VCVC Management III”) and VCVC III LLC (“VCVC III” and, together with Paul G. Allen, VVI, VCVC Management I, VCVC I, Cougar and VCVC Management III, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Mr. Allen has sole voting and dispositive power over the aggregate 7,021,666 shares of common stock (the “Shares”), including (a) the 6,591,612 shares held of record by VCVC I (the “VCVC I Shares”) and (b) the 430,054 shares held of record by VCVC III (the “VCVC III Shares”). Mr. Allen is not a holder of record of any of the Shares, and disclaims beneficial ownership in the VCVC I Shares and the VCVC III Shares, except to the extent of his pecuniary interest therein.
* Based upon 81,427,697 shares of common stock of the Company outstanding as of October 31, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2017.


CUSIP No. 75737F108    13G    Page 3 of 13 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vulcan Ventures Incorporated (“VVI”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Washington

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,591,612 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.1%*

12  

TYPE OF REPORTING PERSON

 

CO

 

(1) VVI is the managing member of VCVC Management I, which is the manager of VCVC I, which is the record holder of the VCVC I Shares. VVI is not a record holder of the VCVC I Shares and disclaims beneficial ownership in the VCVC I Shares, except to the extent of its pecuniary interest therein. Paul G. Allen is the sole owner of VVI, and has sole voting and dispositive power over the VCVC I Shares.
* Based upon 81,427,697 shares of common stock of the Company outstanding as of October 31, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.


CUSIP No. 75737F108    13G    Page 4 of 13 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vulcan Capital Venture Capital Management I LLC (“VCVC Management I”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,591,612 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.1%*

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) VCVC Management I is the manager of VCVC I, which is the record holder of the VCVC I Shares. VCVC Management I is not a record holder of the VCVC I Shares and disclaims beneficial ownership in the VCVC I Shares, except to the extent of its pecuniary interest therein. Paul G. Allen is the sole owner of VVI, which is the managing member of VCVC Management I, and has sole voting and dispositive power over the Shares.
* Based upon 81,427,697 shares of common stock of the Company outstanding as of October 31, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.


CUSIP No. 75737F108    13G    Page 5 of 13 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vulcan Capital Venture Capital I LLC (“VCVC I”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,591,612 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.1%*

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) VCVC I is the record holder of the VCVC I Shares. VCVC I is managed by VCVC Management I, which in turn in managed by VVI. Mr. Allen, who is the sole owner of VVI, has sole voting and dispositive power over the VCVC I Shares. Mr. Allen, VVI, and VCVC Management I are not the record holder of the VCVC I Shares and disclaim beneficial ownership of the VCVC I Shares, except to the extent of their respective pecuniary interest therein.
* Based upon 81,427,697 shares of common stock of the Company outstanding as of October 31, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.


CUSIP No. 75737F108    13G    Page 6 of 13 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cougar Investment Holdings LLC (“Cougar”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

430,054 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.6%*

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) Cougar is the managing member of VCVC Management III, which is the manager of VCVC III, which is the record holder of the VCVC III Shares. Cougar is not a record holder of the VCVC III Shares and disclaims beneficial ownership in the VCVC III Shares, except to the extent of its pecuniary interest therein. Paul G. Allen is the sole owner of Cougar, and has sole voting and dispositive power over the VCVC III Shares.
* Based upon 81,427,697 shares of common stock of the Company outstanding as of October 31, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.


CUSIP No. 75737F108    13G    Page 7 of 13 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

VCVC Management III LLC (“VCVC Management III”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

430,054 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.6%*

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) VCVC Management III is the manager of VCVC III, which is the record holder of the VCVC III Shares. VCVC Management III is not a record holder of the VCVC III Shares and disclaims beneficial ownership in the VCVC III Shares, except to the extent of its pecuniary interest therein. Paul G. Allen is the sole owner of Cougar, which is the managing member of VCVC Management III, and has sole voting and dispositive power over the VCVC III Shares.
* Based upon 81,427,697 shares of common stock of the Company outstanding as of October 31, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.


CUSIP No. 75737F108    13G    Page 8 of 13 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

VCVC III LLC (“VCVC III”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

430,054 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.6%*

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) VCVC III is the record holder of the VCVC III Shares. VCVC III is managed by VCVC Management III, which in turn is managed by Cougar. Mr. Allen, who is the sole owner of Cougar, has sole voting and dispositive power over the VCVC III Shares. Mr. Allen, Cougar and VCVC Management III are not the record holder of the VCVC III Shares and disclaim beneficial ownership in the VCVC III Shares, except to the extent of their respective pecuniary interest therein.
* Based upon 81,427,697 shares of common stock of the Company outstanding as of October 31, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.


CUSIP No. 75737F108    13G    Page 9 of 13 Pages

 

Item 1(a) Name of Issuer:

Redfin Corporation

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

1099 Stewart Street, Suite 600, Seattle, WA 98101

 

Item 2(a) Name of Person Filing:

(i) Paul G. Allen;

(ii) Vulcan Ventures Incorporated (“VVI”);

(iii) Vulcan Capital Venture Capital Management I LLC (“VCVC Management I”);

(iv) Vulcan Capital Venture Capital I LLC (“VCVC I”);

(v) Cougar Investment Holdings LLC (“Cougar”);

(vi) VCVC Management III LLC (“VCVC Management III”);

(vii) VCVC III LLC (“VCVC III”).

The foregoing persons hereinafter sometimes collectively are referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons’ agreement in writing to file this statement on behalf of each of them is attached as Exhibit 99.1 hereto.

 

Item 2(b) Address of Principal Business Office or, If None, Residence

(i) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(ii) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(iii) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(iv) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(v) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(vi) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(vii) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

Item 2(c) Citizenship:

(i) U.S.

(ii) Washington

(iii) Delaware

(iv) Delaware

(v) Delaware

(vi) Delaware

(vii) Delaware

 

Item 2(d) Title of Class of Securities:

Common Stock, $0.001 par value per share


CUSIP No. 75737F108    13G    Page 10 of 13 Pages

 

Item 2(e) CUSIP Number:

75737F108

 

Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ❑ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

(b) ❑ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ❑ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ❑ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) ❑ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f) ❑ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g) ❑ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h) ❑ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ❑ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the         Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ❑ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k) ❑ Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d–1(b)(1)(ii)(J), please specify the type of institution:                     

Not applicable.

 

Item 4. Ownership

 

Reporting Person

   Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership
     Percentage
of Class*
 

Paul G. Allen

     7,021,666        0        7,021,666        0        7,021,666        8.7

VVI

     0        0        0        0        6,591,612        8.1

VCVC Management I

     0        0        0        0        6,591,612        8.1

VCVC I

     0        0        0        0        6,591,612        8.1

Cougar

     0        0        0        0        430,054        0.6

VCVC Management III

     0        0        0        0        430,054        0.6

VCVC III

     0        0        0        0        430,054        0.6

Paul G. Allen, who is the sole owner of VVI and Cougar, has sole voting and dispositive power over the aggregate 7,021,666 shares of common stock, including the 6,591,612 shares held of record by VCVC I and the 430,054 shares held by VCVC III. VVI is the managing member of VCVC Management I, which is the manager of VCVC I. Cougar is the managing member of VCVC Management III, which is the manager of VCVC III. Mr. Allen, VVI and VCVC Management I disclaim beneficial ownership in the shares held by VCVC I, except to the extent of their respective pecuniary interest in such shares, and Mr. Allen, Cougar and VCVC Management III disclaim beneficial ownership in the shares held by VCVC III, except to the extent of their respective pecuniary interest therein.

 

* Based upon 81,427,697 shares of common stock of the Company outstanding as of October31, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.


CUSIP No. 75737F108    13G    Page 11 of 13 Pages

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner or more than five percent of the class of securities, check the following box:  ☐

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

Not applicable.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certifications

Not applicable.


CUSIP No. 75737F108    13G    Page 12 of 13 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 9, 2018    PAUL G. ALLEN
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Attorney-in-fact for Paul G. Allen
Dated: February 9, 2018    VULCAN VENTURES INCORPORATED
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President
Dated: February 9, 2018   

VULCAN CAPITAL VENTURE CAPITAL

MANAGEMENT I LLC

   By Vulcan Ventures Incorporated, its Managing Member
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President
Dated: February 9, 2018    VULCAN CAPITAL VENTURE CAPITAL I LLC
  

By Vulcan Capital Venture Capital Management I LLC, its

Manager

   By Vulcan Ventures Incorporated, its Managing Member
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President
Dated: February 9, 2018    COUGAR INVESTMENT HOLDINGS LLC
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President
Dated: February 9, 2018    VCVC MANAGEMENT III LLC
   By Cougar Investment Holdings LLC, its Managing Member
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President


CUSIP No. 75737F108    13G    Page 13 of 13 Pages

 

 

Dated: February 9, 2018    VCVC III LLC
   By VCVC Management III LLC, its Manager
   By Cougar Investment Holdings LLC, its Managing Member
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President


EXHIBIT INDEX

 

Exhibit

  

Title

99.1    Joint Filing Agreement dated February 9, 2018 among the Reporting Persons
99.2    Power of Attorney
EX-99.1

EXHIBIT 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13G (including amendments thereto) with respect to the common stock par value $0.001 per share of Redfin Corporation, a Delaware corporation, and that this agreement be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Dated: February 9, 2018    PAUL G. ALLEN
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Attorney-in-fact for Paul G. Allen
Dated: February 9, 2018    VULCAN VENTURES INCORPORATED
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President
Dated: February 9, 2018   

VULCAN CAPITAL VENTURE CAPITAL

MANAGEMENT I LLC

   By Vulcan Ventures Incorporated, its Managing Member
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President
Dated: February 9, 2018    VULCAN CAPITAL VENTURE CAPITAL I LLC
  

By Vulcan Capital Venture Capital Management I LLC, its

Manager

   By Vulcan Ventures Incorporated, its Managing Member
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President
Dated: February 9, 2018    COUGAR INVESTMENT HOLDINGS LLC
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President
Dated: February 9, 2018    VCVC MANAGEMENT III LLC
   By Cougar Investment Holdings LLC, its Managing Member
   By:   

/s/ DAVID R. STEWART

   Name:    David R. Stewart
   Title:    Vice President


Dated: February 9, 2018   VCVC III LLC
  By VCVC Management III LLC, its Manager
  By Cougar Investment Holdings LLC, its Managing Member
  By:   

/s/ DAVID R. STEWART

  Name:    David R. Stewart
  Title:    Vice President

 

EX-99.2

EXHIBIT 99.2

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes, designates and appoints Paul Ghaffari, David R. Stewart and William Benack as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended, including Sections 13 and 16 of such Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, including but not limited to Forms 3, 4 and 5, Schedules 13D and 13G and Form 13H under such act and any amendments thereto.

This power of attorney shall be valid from the date hereof until revoked by the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 8th day of February, 2013.

 

/s/ Paul G. Allen

Paul G. Allen