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

Jan 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marcus & Millichap, Inc. (MMI)
CIK: 0001578732
Period of Report: 2017-01-03

Reporting Person: Louie Martin E. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Stock	S	28107	$26.5646	Disposed	45102	Direct
2017-01-05	Common Stock	M	4000	—	Acquired	49102	Direct
2017-01-05	Common Stock	F	1752	$26.30	Disposed	47350	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-05	Restricted Stock Units	$	M	4000	Disposed		Common Stock (4000)	Direct

Footnotes

F1: SALE EFFECTED UNDER SALES PLAN PURSUANT TO RULE 10B5-1(C)(1) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

F2: The range of prices for the shares of Common Stock is from $26.24 to $27.075. The reporting person undertakes that he will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.

F3: Includes 1,739 shares acquired under the Issuer's employee stock purchase plan.

F4: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F5: 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 price on the date of settlement.

F6: The restricted stock units vest in five equal annual installments beginning January 5, 2016.