As filed with the U.S. Securities and Exchange Commission on July 18, 2018
Registration No. 333-          
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

Redfin Corporation
(Exact name of Registrant as specified in its charter)
 
Delaware
 
6531
 
74-3064240
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
 
1099 Stewart Street, Suite 600
Seattle, WA 98101
(206) 576-8333
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
Glenn Kelman
Chief Executive Officer
Redfin Corporation
1099 Stewart Street, Suite 600
Seattle, WA 98101
(206) 576-8333
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
 
Copies to:
 
 
Alan C. Smith
James D. Evans
David K. Michaels
Fenwick & West LLP
1191 Second Avenue, Floor 10
Seattle, WA 98101
(206) 389-4510
 
Anthony Kappus
General Counsel
Redfin Corporation
1099 Stewart Street, Suite 600
Seattle, WA 98101
(206) 576-8333
 
Eric C. Jensen
Alan Hambelton
Gian-Michele a Marca
Jason Savich
Cooley LLP
1700 Seventh Ave, Suite 1900
Seattle, WA 98101
(206) 452-8700
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box.  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  þ 333-226187
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
Large accelerated filer
 
Accelerated filer
Non-accelerated filer
þ  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
 
 
Emerging growth company
þ
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 to Section 7(a)(2)(B) of the Securities Act.  þ
CALCULATION OF REGISTRATION FEE
 
Title of Each Class 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
811,336
(1)(2)
$23.50
 
$19,066,396
(3)
$2,374
(3)
Total
 
 
 
 
$19,066,396
 
$2,374
 

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, such number of shares of common stock registered hereby shall include an indeterminate number of shares of common stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar event.
(2) Represents only the additional number of shares of common stock being registered, including additional shares that the underwriters have the option to purchase. Does not include the shares of common stock that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-226187), or the Prior Registration Statement.
(3) Calculated in accordance with Rule 457(a) under the Securities Act, based upon the public offering price. The Registrant previously registered shares of common stock with a proposed aggregate offering price not to exceed $95,332,125 on the Prior Registration Statement. In accordance with Rule 462(b) under the Securities Act, an additional amount of shares of common stock having a proposed maximum aggregate offering price of $19,066,396 are hereby registered, which includes the additional shares of common stock that the underwriters have the option to purchase.

This Registration Statement shall become effective on filing in accordance with Rule 462(b) under the Securities Act.
 






EXPLANATORY NOTE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), Redfin Corporation (“Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (“Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-226187) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on July 16, 2018, and which the Commission declared effective on July 18, 2018.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by 811,336 shares, 105,826 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional shares of common stock that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price of shares of common stock set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are incorporated by reference into this Registration Statement. The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.






EXHIBIT INDEX
 
 
 
 
Incorporated by Reference
 
 
Exhibit
Number
 
Exhibit Title
 
Form
 
File No.
 
Exhibit
 
Filing Date
 
Filed Herewith
5.1
 
 
 
 
 
 
 
 
 
 
X
23.1
 
 
 
 
 
 
 
 
 
 
X
23.2
 
 
 
 
 
 
 
 
 
 
X
24.1
 
 
S-1
 
333-226187
 
24.1
 
July 16, 2018
 
 






SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 July 18, 2018.
REDFIN CORPORATION
 
 
By:
/s/ Glenn Kelman
 
Glenn Kelman
 
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
Name
 
Title
 
Date
 
 
 
 
 
/s/ Glenn Kelman
 
President, Chief Executive Officer and Director (Principal Executive Officer)
 
July 18, 2018
Glenn Kelman
 
 
 
 
 
 
 
/s/ Chris Nielsen
 
Chief Financial Officer (Principal Financial and Accounting Officer)
 
July 18, 2018
Chris Nielsen
 
 
 
 
 
 
 
*
 
Chairman of the Board of Directors
 
July 18, 2018
Robert Mylod, Jr.
 
 
 
 
 
 
 
 
*
 
Director
 
July 18, 2018
Robert Bass
 
 
 
 
 
 
 
 
*
 
Director
 
July 18, 2018
Julie Bornstein
 
 
 
 
 
 
 
 
*
 
Director
 
July 18, 2018
Austin Ligon
 
 
 
 
 
 
 
 
*
 
Director
 
July 18, 2018
David H. Lissy
 
 
 
 
 
 
 
 
*
 
Director
 
July 18, 2018
James Slavet
 
 
 
 
 
 
 
 
*
 
Director
 
July 18, 2018
Selina Tobaccowala
 
 
 
 
 
 
 
 
*By:
 
/s/ Chris Nielsen
 
 
 
 
Chris Nielsen
Attorney-in-fact