Marcus & Millichap, Inc. — Director's Dealing 2017

Jan 13, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Marcus & Millichap, Inc. (MMI)
CIK: 0001578732
Period of Report: 2016-12-31

Reporting Person: Schwarz Kurt Henry (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-04	Common Stock	A	386	$0.00	Acquired	1000	Direct
2016-08-04	Common Stock	F	146	$26.85	Disposed	854	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-04	Restricted Stock Units	$	M	386	Disposed		Common Stock (386)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300	Indirect

Footnotes

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

F2: Includes 428 shares acquired under the Issuer's Employee Stock Purchase Plan on May 16, 2016 and November 16, 2016.

F3: Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the above-reported settlement of RSUs. 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 Schwarz Family Trust dated September 25, 2003 is exercised by the reporting person, as one of the trustees.

F5: The restricted stock units vest in five equal annual installments beginning August 4, 2016.