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: Berman Gene A. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-05	Common Stock	M	114746	—	Acquired	114746	Direct
2015-11-05	Common Stock	F	45440	$40.90	Disposed	69306	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-05	Deferred Stock Unit	$	M	114746	Disposed		Common Stock (114746)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	567407	Indirect

Footnotes

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

F2: 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.

F3: Voting and investment power over the shares held by the Gene Allen Berman Trust Dated 5/9/06 is exercised by Mr. Gene Allen Berman, its trustee.

F4: 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.