Document

Delaware

74-3064240

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

1099 Stewart Street, Suite 600
Seattle, WA

98101

(Address of principal executive offices)

(Zip Code)


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
	Large accelerated filer þ	Accelerated filer ¨
	Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.			¨


Title of securities to be registered	Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price	Amount of registration fee
Common stock, par value $0.001 per share
–2017 Employee Stock Purchase Plan	1,030,005	(1)	$74.56	(3) (4)	$76,797,172.80	$8,378.57
–2017 Equity Incentive Plan	5,150,029	(2)	$87.72	(3)	$451,760,543.88	$49,287.08
Total	6,180,034					$57,665.65

1.Represents additional shares of common stock, par value $0.001 per share ("Common Stock"), of Redfin Corporation (the "Company") reserved for issuance under the Company’s 2017 Employee Stock Purchase Plan (the “ESPP”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the ESPP on January 1 of each calendar year.

2.Represents additional shares of Common Stock reserved for issuance under the Company’s 2017 Equity Incentive Plan (the “2017 EIP”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the 2017 EIP on January 1 of each calendar year.

3.Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of Common Stock, as reported on The Nasdaq Global Select Market on February 18, 2021.

Charles Lee, our Associate General Counsel - Head of Corporate who is issuing the opinion filed as Exhibit 5.1 to this registration statement, beneficially owns shares of our common stock and restricted stock units that may vest into shares of our common stock.

Incorporated by Reference

Exhibit Number

Exhibit Description

Filing

Exhibit

Filing Date

Filed Herewith

5.1

Opinion of Charles Lee

23.1

Consent of Charles Lee (contained in exhibit 5.1)

23.2

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

24.1

Power of Attorney (contained in "Signatures")

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on February 24, 2021.

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Glenn Kelman and Chris Nielsen, and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Name

Title

Date

/s/ Glenn Kelman

Chief Executive Officer and Director (Principal Executive Officer)

February 24, 2021

Glenn Kelman

/s/ Chris Nielsen

Chief Financial Officer (Principal Financial and Accounting Officer)

February 24, 2021

Chris Nielsen

/s/ David Lissy

Chairman of the Board of Directors

February 24, 2021

David Lissy

/s/ Robert Bass

Director

February 24, 2021

Robert Bass

/s/ Julie Bornstein

Director

February 24, 2021

Julie Bornstein

/s/ Kerry Chandler

Director

February 24, 2021

Kerry Chandler

/s/ Austin Ligon

Director

February 24, 2021

Austin Ligon

/s/ Robert Mylod, Jr.

Director

February 24, 2021

Robert Mylod, Jr.

/s/ James Slavet

Director

February 24, 2021

James Slavet

/s/ Selina Tobaccowala

Director

February 24, 2021

Selina Tobaccowala


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


			Redfin Corporation
			(Exact name of registrant as specific in its charter)


			2017 Employee Stock Purchase Plan 2017 Equity Incentive Plan
			(Full title of the plan)


			Glenn Kelman Chief Executive Officer Redfin Corporation 1099 Stewart Street, Suite 600 Seattle, WA 98101
			(Name and address of agent for service)


			(206) 576-5833
			(Telephone number, including area code, of agent for service)


						Redfin Corporation
						(Registrant)

			By			/s/ Glenn Kelman
						Glenn Kelman Chief Executive Officer