Marcus & Millichap, Inc. — Director's Dealing 2019

May 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marcus & Millichap, Inc. (MMI)
CIK: 0001578732
Period of Report: 2019-05-10

Reporting Person: LaBar Mitchell R (Executive VP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-10	Common Stock	M	2000	—	Acquired	5025	Direct
2019-05-10	Common Stock	M	9327	—	Acquired	14352	Direct
2019-05-10	Common Stock	M	1561	—	Acquired	15913	Direct
2019-05-10	Common Stock	M	2112	—	Acquired	18025	Direct
2019-05-10	Common Stock	F	7439	$35.36	Disposed	10586	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-10	Restricted Stock Units	$	M	2000	Disposed		Common Stock (2000)	Direct
2019-05-10	Restricted Stock Units	$	M	9327	Disposed		Common Stock (9327)	Direct
2019-05-10	Restricted Stock Units	$	M	1561	Disposed		Common Stock (1561)	Direct
2019-05-10	Restricted Stock Units	$	M	2112	Disposed		Common Stock (2112)	Direct

Footnotes

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

F2: Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the above-reported settlements of RSUs. The amount of shares withheld is based on the closing sale price on May 10, 2019.

F3: The restricted stock units vest in five equal annual installments beginning March 31, 2017. On May 2, 2019, the Compensation Committee approved the acceleration of the vesting of the remaining 2,000 restricted stock units effective as of May 10, 2019.

F4: The restricted stock units vest in five equal annual installments beginning February 16, 2018. On May 2, 2019, the Compensation Committee approved the acceleration of the vesting of 9,327 restricted stock units effective as of May 10, 2019.

F5: Twenty percent will vest on each of the first five anniversaries commencing on the tenth (10th) day of the month following February 26, 2018, subject to the recipient remaining a Service Provider through each such vesting date. On May 2, 2019, the Compensation Committee approved the acceleration of the vesting of 1,561 restricted stock units effective as of May 10, 2019.

F6: The restricted stock units vest in three equal annual installments on each of the first three anniversaries commencing on the tenth (10th) day of the month following February 13, 2020, subject to the recipient remaining a Service Provider through each such vesting date. On May 2, 2019, the Compensation Committee approved the acceleration of the vesting of 2,112 restricted stock units effective as of May 10, 2019.