eXp World Holdings, Inc. — Major Shareholding Notification 2021

Aug 24, 2021

SC 13D/A 1 expi-20210820xsc13da.htm SC 13D/A Enhanced HTML document created with Toppan Merrill Bridge 9.11.0.85 Created on: 8/24/2021 08:26:50 PM (UTC) HTML PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

EXP WORLD HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.00001 Par Value

(Title of Class of Securities)

30212W100

(CUSIP Number)

​	​
Glenn Sanford	Penny Sanford
Jason Gesing	336 36 th Street
Eugene Frederick	Bellingham, WA 98225
2219 Rimland Drive, Suite 301	Tel: (360) 393-1853
Bellingham, WA 98226	​
Tel (360) 685-4206	​

(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

June 30, 2021

(Date of Event which Requires Filing of this Statement)

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).

SCHEDULE 13D/A

CUSIP No. 30212W100

1	NAMES OF REPORTING PERSONS ​ Glenn D. Sanford
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) ​ (a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) ​ Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ​ [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION ​ United States
​	7	SOLE VOTING POWER
​ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	​	44,843,388 shares of common stock (1)
​	​	267,676 shares of common stock (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ​ 45,111,064 shares of common stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ​ [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) ​ 30.8% (3)
14	TYPE OF REPORTING PERSON (See Instructions) ​ IN

(1) Includes 42,564,514 shares of common stock and stock options exercisable for an aggregate of 2,278,874 shares of our common stock.

(2) Shares held by other members of Glenn D. Sanford’s household.

(3) Based on 146,421,690 shares of common stock issued and outstanding as of June 30, 2021 .

SCHEDULE 13D/A

CUSIP No. 30212W100

1	NAMES OF REPORTING PERSONS ​ Penny Sanford
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ​ (a) [ X ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) ​ Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ​ [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION ​ United States
​	7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	​	28,144,650 shares of common stock
​	​	0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ​ 28,144,650 shares of common stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ​ [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) ​ 19.2% (1)
14	TYPE OF REPORTING PERSON (See Instructions) ​ IN

(1) Based on 146,421,690 shares of common stock issued and outstanding as of June 30, 2021 .

SCHEDULE 13D/A

CUSIP No. 30212W100

1	NAMES OF REPORTING PERSONS ​ Jason Gesing
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ​ (a) [ X ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) ​ Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ​ [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION ​ United States
​	7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	​	2,808,372 shares of common stock (1)
​	​	0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ​ 2,808,372 shares of common stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ​ [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) ​ 1.9% (2)
14	TYPE OF REPORTING PERSON (See Instructions) ​ IN

(1) Includes 2,295,572 shares of common stock and stock options exercisable for an aggregate of 512,800 shares of common stock.

(2) Based on 146,421,690 shares of common stock issued and outstanding as of June 30, 2021.

SCHEDULE 13D/A

CUSIP No. 30212W100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ​ Eugene Frederick
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ​ (a) [ X ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) ​ Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ​ [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION ​ United States
​	7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	​	4,762,422 shares of common stock
​	​	27,995 shares of common stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ​ 4,790,417 shares of common stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ​ [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) ​ 3.3% (2)
14	TYPE OF REPORTING PERSON (See Instructions) ​ IN

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

(2) Based on 146,421,690 shares of common stock issued and outstanding as of June 30, 2021.

Explanatory Note

This Amendment No. 3 to Schedule 13D (“ Amendment No. 3 ”) 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 ”) and as further amended by that certain Amendment No. 2 to Schedule 13D filed on April 23, 2021 (“ Amendment No. 2 ”) (as amended, the “ Schedule 13D ”). This Amendment No. 3 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. 3. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares of Common Shares and percentage of Common Shares beneficially owned by each of the Reporting Persons.

As of June 30, 2021, the Reporting Persons as a group are the beneficial owners of 80,854,503 shares of Common Stock. Such shares of Common Stock represent beneficial ownership of 55.2% of outstanding shares of Common Stock.

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.

(b) See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

(c) Schedule A hereto sets forth certain information with respect to transactions by the Reporting Persons in shares of Common Stock during the past 60 days.

(d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.

(e) Not applicable.

SIGNATURES

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.

Dated: August 24, 2021 /s/ Glenn Sanford

Glenn Sanford

Dated: August 24, 2021 /s/ Penny Sanford

Penny Sanford

Dated: August 24, 2021 /s/ Jason Gesing

Jason Gesing

Dated: August 24, 2021 /s/ Eugene Frederick

Eugene Frederick

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).

SCHEDULE A

Transactions in Shares of Common Stock in the last 60 days

Nature of the Transaction Amount of Shares Purchased/(Sold) Price ($) Date of Purchase/Sale

Glenn Sanford

Sale of Common Stock 1	​ — ​	(11,100)	​ — ​	35.5406 2	​ — ​	07/27/2021
Sale of Common Stock 3	​	(1,400)	​	36.5664 4	​	07/27/2021
Sale of Common Stock 5	​	(200)	​	35	​	08/03/2021
Sale of Common Stock 6	​	(3,596)	​	46.081 7	​	08/04/2021
Sale of Common Stock 8	​	(557)	​	47.5817 9	​	08/04/2021
Sale of Common Stock 10	​	(2,875)	​	46.8417 11	​	08/04/2021
Sale of Common Stock 12	​	(700)	​	42.9043 13	​	08/04/2021
Sale of Common Stock 14	​	(1,125)	​	43.8929 15	​	08/04/2021
Sale of Common Stock 16	​	(200)	​	41.22 17	​	08/04/2021

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 $35.04 to $36.01, inclusive. The reporting person undertakes to provide to eXp World Holdings, Inc. (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 $36.09 to $37.04, 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.

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

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

7 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.40 to $46.40, 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.

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

9 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.42 to $47.79, 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.

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

11 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.41 to $47.36, 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.

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

13 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.23 to $43.16, 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.

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

15 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.25 to $44.19, 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.

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

17 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.89 to $41.55, 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.

Sale of Common Stock 18	​	(3,247)	​	44.6941 19	​	08/04/2021
Sale of Common Stock 20	​	(5,426)	​	50.5467 21	​	08/10/2021
Sale of Common Stock 22	​	(1,100)	​	52.5182 23	​	08/10/2021
Sale of Common Stock 24	​	(5,974)	​	51.5349 25	​	08/10/2021
Sale of Common Stock 26	​	(2,403)	​	43.5841 27	​	08/17/2021
Sale of Common Stock 28	​	(10,097)	​	42.6928 29	​	08/17/2021

Penny Sanford

Sale of Common Stock 30	​ — ​	(25,352)	​ — ​	34.586 31	​ — ​	06/30/2021
Sale of Common Stock 32	​	(14,648)	​	35.2803 33	​	06/30/2021
Exercise of Derivative Securities	​	(230,000) 34	​	0.88	​	06/30/2021 ​
Sale of Common Stock 35	​	(37,221)	​	38.9738 36	​	06/30/2021 ​

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

19 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.25 to $45.19, 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.

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

21 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.08 to $51.06, 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.

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

23 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.27 to $52.23, 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.

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

25 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.09 to $52.05, 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.

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

27 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.24 to $44.12, 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.

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

29 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.22 to $43.13, 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.

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

31 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.

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

33 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.06 to $35.85, 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.

34 The sale was effected pursuant to a previously issued stock option whereby the Reporting Person granted the right to purchase shares of the Issuer’s common stock held by the Reporting Person.

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 $38.33 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.

Sale of Common Stock 37	​	(2,779)	​	39.4015 38	​	06/30/2021
Sale of Common Stock 39	​	(16,651)	​	40.1885 40	​	08/19/2021
Sale of Common Stock 41	​	(21,774)	​	41.0661 42	​	08/19/2021
Sale of Common Stock 43	​	(1,575)	​	41.6937 44	​	08/19/2021

Jason Gesing

​	​	​	​	​	​	​
Sale of Common Stock 45	​	(21,200)	​	37.5991 46	​	07/09/2021
Sale of Common Stock 47	​	(18,800)	​	38.338 48	​	07/09/2021
Exercise of Common Stock Option Award	​	25,000	​	0.08	​	07/28/2021
Sale of Common Stock 49	​	(10,933)	​	51.9863 50	​	08/10/2021
Sale of Common Stock 51	​	(26,057)	​	50.7643 52	​	08/10/2021
Sale of Common Stock 53	​	(3,010)	​	52.8103 54	​	08/10/2021

Eugene Frederick

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 $39.33 to $39.63, 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 $39.63 to $40.62, 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.

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 $40.63 to $41.62, 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.

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 $41.64 to $41.78, 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 $37.07 to $38.01, 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 $38.095 to $38.555, 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 $51.54 to $52.53, 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.

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 $50.50 to $51.44, 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 $52.55 to $53.38, 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.

Common Stock issued as Director Compensation 55	​ — ​	52	​ — ​	38.77	​ — ​	06/30/2021
Restricted Stock Units issued under the Issuer’s Real Estate Agent Growth Incentive Program 56 / 57	​	11	​	0.00	​	07/31/2021
Common Stock issued as Director Compensation 58	​	56	​	0.00	​	07/31/2021
Common Stock issued under the Issuer’s 2015 Agent Equity Program 59	​	5	​	35.92	​	07/31/2021

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

56 Includes unvested restricted stock units.

57 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.

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

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