Chief of Real Estate Services Aleem Jason returned 122,578 shares to the company, closing all direct ownership in the company (SEC Form 4)
$RDFN
Real Estate
Finance
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Redfin Corp [ RDFN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/01/2025 | D(1) | 122,578 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (2) | 07/01/2025 | D(3) | 433 | (3) | (4) | Common Stock | 433 | $0 | 0 | D | ||||
| Restricted Stock Unit | (2) | 07/01/2025 | D(3) | 570 | (3) | (4) | Common Stock | 570 | $0 | 0 | D | ||||
| Restricted Stock Unit | (2) | 07/01/2025 | D(3) | 5,288 | (3) | (4) | Common Stock | 5,288 | $0 | 0 | D | ||||
| Restricted Stock Unit | (2) | 07/01/2025 | D(3) | 1,587 | (3) | (4) | Common Stock | 1,587 | $0 | 0 | D | ||||
| Restricted Stock Unit | (2) | 07/01/2025 | D(3) | 3,606 | (3) | (4) | Common Stock | 3,606 | $0 | 0 | D | ||||
| Restricted Stock Unit | (2) | 07/01/2025 | D(3) | 35,942 | (3) | (4) | Common Stock | 35,942 | $0 | 0 | D | ||||
| Restricted Stock Unit | (2) | 07/01/2025 | D(3) | 161,987 | (3) | (4) | Common Stock | 161,987 | $0 | 0 | D | ||||
| Restricted Stock Unit | (2) | 07/01/2025 | D(3) | 34,804 | (3) | (4) | Common Stock | 34,804 | $0 | 0 | D | ||||
| Restricted Stock Unit | (2) | 07/01/2025 | D(3) | 110,795 | (3) | (4) | Common Stock | 110,795 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 9, 2025 (the "Merger Agreement"), by and among Redfin Corporation (the "Company"), Rocket Companies, Inc. ("Parent"), and Neptune Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on July 1, 2025, Merger Sub merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of Company's common stock, par value $0.001 per share ("Company Common Stock") was converted into the right to receive 0.7926 shares of Class A Common Stock of Parent (the "Parent Common Stock" and such ratio, the "Exchange Ratio") and cash payable in lieu of fractional shares, as described in the Merger Agreement. |
| 2. Restricted stock units to acquire shares of Company Common Stock (each a "Company RSU") convert into Company Common Stock on a one-for-one basis upon settlement. |
| 3. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU that was unexpired, unsettled and outstanding as of the Effective Time (whether vested or unvested) was assumed by Parent and converted into a restricted stock unit to receive that number of shares of Parent Common Stock equal to the product obtained by multiplying (x) the number of shares subject to such Company RSU immediately prior to the Effective Time by (y) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock (each, an "Assumed RSU"). Each such Assumed RSU is otherwise subject to the same terms and conditions as applied to the corresponding Company RSUs immediately prior to the Effective Time, including vesting terms. |
| 4. Company RSUs do not expire; they either vest or are canceled prior to the vesting date. |
| Remarks: |
| /s/ Anthony Kappus, attorney-in-fact | 07/03/2025 | |
| ** 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 4 (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. | ||