SEC Form SC 13D/A filed by eXp World Holdings Inc. (Amendment)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

EXP WORLD HOLDINGS, INC.

(Name of Issuer)

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to: Christopher J. Voss K&L Gates LLP

925 Fourth Avenue, Suite 2900

Seattle, Washington 98104

Tel: (206) 370-7609

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*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, as amended (the “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).

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SCHEDULE 13D/A

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SCHEDULE 13D/A

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SCHEDULE 13D/A

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(1) Includes 2,182,312 shares of common stock and stock options exercisable for an aggregate of 362,500 shares of common stock.

(2) Based on 148,764,592 shares of common stock issued and outstanding as of December 31, 2021.

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SCHEDULE 13D/A

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(1) Includes 5,257,564 shares of common stock and stock options exercisable for an aggregate of 60 shares of common stock.

(2) Shares held by other members of the Eugene Frederick’s household.

(3) Based on 148,764,592 shares of common stock issued and outstanding as of December 31, 2021.

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Explanatory Note

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 11, 2017 as amended by that certain Amendment No. 1 to Schedule 13D filed on March 8, 2021 (“Amendment No. 1”), as further amended by that certain Amendment No. 2 to Schedule 13D filed on April 23, 2021 (“Amendment No. 2”), and as further amended by that certain Amendement No. 3 to Schedule 13D filed on August 24, 2021 (as amended, the “Schedule 13D”). This Amendment No. 4 is being filed to reflect subsequent acquisitions and dispositions of shares of Common Stock by Mr. Sanford, Mr. Gesing, Mr. Frederick, Ms. Sanford and their reported households, including dispositions pursuant to their respective 10b5-1 Sale Plans. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 4.  Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

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As of December 31, 2021, the Reporting Persons as a group are the beneficial owners of 80,783,871 shares of Common Stock. Such shares of Common Stock represent beneficial ownership of 54.3% of outstanding shares of Common Stock.

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By virtue of the relationship described in Amendment No. 1, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the securities of the Company beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

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SIGNATURES

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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.

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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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SCHEDULE A

Transactions in Shares of Common Stock in the last 60 days

Glenn Sanford

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¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.54 to $27.53, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.54 to $28.32, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.82 to $25.81, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.83 to $26.45, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.74 to $27.67, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.88 to $28.62, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹³ The sale was effected pursuant to a preexisitng Rule 10b5-1 trading plan adopted by the reporting person.

¹⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.48 to $27.47, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.19 to $30.15, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.20 to $30.36, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

²⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.52 to $29.48, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

²¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

²² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.52 to $29.56, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

²³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

²⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.875 to $28.83, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

²⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

²⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.90 to $29.84, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

²⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

²⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.94 to $30.68, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

²⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

³⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.12 to $31.06, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

³¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

³² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.12 to $31.31, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

³³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

³⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.30 to $29.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

³⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

³⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.30 to $30.075, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

³⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

³⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.45 to $27.38, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

³⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁴⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.46 to $27.81, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁴¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁴² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.06 to $30.04, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁴³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁴⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.13 to $31.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁴⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁴⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.14 to $31.56, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁴⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁴⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.98 to $28.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁴⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁵⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.98 to $29.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁵¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁵² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.26 to $34.18, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁵³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁵⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.28 to $34.41, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁵⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁵⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.20 to $32.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁵⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁵⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.20 to $33.14, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁵⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁶⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.20 to $33.64, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁶¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁶² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.32 to $34.29, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁶³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁶⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.32 to $35.27, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁶⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁶⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.60 to $34.57, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁶⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁶⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.60 to $35.52, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁶⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁷⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.32 to $34.29, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁷¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁷² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.32 to $36.29, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁷³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁷⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.34 to $36.47, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁷⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁷⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.32 to $36.29, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁷⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁷⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.32 to $36.29, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁷⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁸⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.21 to $34.14, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁸¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁸² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.115 to $36.07, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁸³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁸⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.93 to $35.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁸⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁸⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.93 to $36.62, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁸⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁸⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.32 to $34.31, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁸⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁹⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.30 to $34.80, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁹¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁹² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.11 to $35.06, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁹³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁹⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.11 to $35.94, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁹⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁹⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.18 to $34.09, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁹⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

⁹⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.18 to $35.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

⁹⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁰⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.32 to $33.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁰¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁰² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.43 to $34.42, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁰³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁰⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.44 to $35.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁰⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁰⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.20 to $33.19, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁰⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁰⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.20 to $33.19, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁰⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹¹⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.20 to $33.85, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹¹¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹¹² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.01 to $32.94, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹¹³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹¹⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.01 to $33.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹¹⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹¹⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.25 to $34.67, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹¹⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹¹⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.84 to $35.82, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹¹⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹²⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.00 to $36.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

​

Penny Sanford

​

¹²¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹²² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.94 to $33.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹²³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹²⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.95 to $34.81, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹²⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹²⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.05, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹²⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹²⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.66 to $37.65, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹²⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹³⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.66 to $37.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹³¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹³² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.14 to $36.13, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹³³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹³⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.15 to $37.14, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹³⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹³⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.15 to $37.34, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

​

Jason Gesing

​

¹³⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹³⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.47 to $27.46, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹³⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁴⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.51 to $27.515, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁴¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁴² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.06 to $35.05, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁴³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁴⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.06 to $35.05, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁴⁵ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁴⁶ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.45 to $27.39, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁴⁷ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁴⁸ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.46 to $27.49, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁴⁹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁵⁰ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.92 to $35.88, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁵¹ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁵² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.98 to $36.93, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

​

Eugene Frederick

​

​

¹⁵³ The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

¹⁵⁴ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.03 to $37.05, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

¹⁵⁵ Represents Restricted Stock Units issued under the Issuer’s Real Estate Agent Growth Incentive Program. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer’s Common Stock and vests three years after the date of grant.

¹⁵⁶ Includes unvested restricted stock units.

¹⁵⁷ Represents Restricted Stock Units issued under the Issuer’s Real Estate Agent Growth Incentive Program. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer’s Common Stock and vests three years after the date of grant.

¹⁵⁸ These shares were issued to the reporting person as compensation for his services as a director.

¹⁵⁹ Includes unvested restricted stock units.

¹⁶⁰ Represents Restricted Stock Units issued under the Issuer’s Real Estate Agent Growth Incentive Program. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer’s Common Stock and vests three years after the date of grant.

¹⁶¹ These shares were issued to the reporting person as compensation for his services as a director.

¹⁶² These shares were issued to the reporting person under the Issuer’s 2015 Agent Equity Program.