Marcus & Millichap, Inc. — Director's Dealing 2015

Dec 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marcus & Millichap, Inc. (MMI)
CIK: 0001578732
Period of Report: 2015-11-05

Reporting Person: Kerin John J. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-05	Common Stock	M	83225	—	Acquired	85518	Direct
2015-11-05	Common Stock	F	41472	$40.90	Disposed	44046	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-05	Deferred Stock Units	$	M	83225	Disposed		Common Stock (83225)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	924376	Indirect

Footnotes

F1: Each deferred stock unit represents a contingent right to receive one share of the Issuer common stock.

F2: Includes 2,293 shares acquired under the Issuer's employee stock purchase plan.

F3: Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the above-reported settlement of DSUs. The amount of shares withheld is based on the closing sales prices on the date of settlement.

F4: Voting and investment power over the shares held by The Kerin Family Trust dated January 5, 2001 is exercised by Mr. John J. and Mrs. Mary Kerin, its co-trustees.

F5: The deferred stock units vest immediately. The deferred stock units will be settled in the Issuer stock at a rate of 20% per year beginning one year from the date of the grant.