Investment Partners Madrona III Form 4 Redfin / Venture Fund III L P Madrona ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Madrona Investment Partners III

(Last)

(First)

(Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Redfin Corp [ RDFN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/02/2017		C		1,355,350	A	⁽¹⁾	1,355,350	I	By Madrona Venture Fund III, L.P.⁽²⁾
Common Stock	08/02/2017		C		2,739,483	A	⁽³⁾	4,094,833	I	By Madrona Venture Fund III, L.P.⁽²⁾
Common Stock	08/02/2017		C		1,184,724	A	⁽⁴⁾	5,279,557	I	By Madrona Venture Fund III, L.P.⁽²⁾
Common Stock	08/02/2017		C		1,497,804	A	⁽⁵⁾	6,777,361	I	By Madrona Venture Fund III, L.P.⁽²⁾
Common Stock	08/02/2017		C		411,932	A	⁽⁶⁾	7,189,293	I	By Madrona Venture Fund III, L.P.⁽²⁾
Common Stock	08/02/2017		C		392,965	A	⁽⁷⁾	7,582,258	I	By Madrona Venture Fund III, L.P.⁽²⁾
Common Stock	08/02/2017		C		104,077	A	⁽¹⁾	104,077	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Common Stock	08/02/2017		C		210,372	A	⁽³⁾	314,449	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Common Stock	08/02/2017		C		47,326	A	⁽⁴⁾	361,775	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Common Stock	08/02/2017		C		59,835	A	⁽⁵⁾	421,610	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Common Stock	08/02/2017		C		16,456	A	⁽⁶⁾	438,066	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Common Stock	08/02/2017		C		15,698	A	⁽⁷⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	08/02/2017		C			1,355,350	⁽¹⁾	⁽¹⁾	Common Stock	1,355,350	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	0	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾

1. Name and Address of Reporting Person^*

Madrona Investment Partners III

(Last)

(First)

(Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Madrona Venture Fund III L P

(Last)

(First)

(Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Madrona Venture Fund III-A LP

(Last)

(First)

(Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

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. Each of such individuals 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. Each of such individuals 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:

	/s/ Troy Cichos, Authorized Signatory of Madrona III General Partner, LLC, general partner of Madrona Investment Partners III, L.P., which is the general partner of each of Madrona Venture Fund III, L.P. and Madrona Venture Fund III-A, L.P.	08/02/2017
	** Signature of Reporting Person	Date
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Investment Partners Madrona III Form 4Redfin / Venture Fund III L P Madrona ownership change