RE/MAX Holdings, Inc. — Director's Dealing 2015

Dec 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RE/MAX Holdings, Inc. (RMAX)
CIK: 0001581091
Period of Report: 2015-12-18

Reporting Person: RIHI, Inc. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-18	Class A Common Stock	C	675000	—	Acquired	675000	Direct
2015-12-18	Class A Common Stock	S	675000	$36.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-18	Common Units of RMCO, LLC	$	C	675000	Disposed		Class A Common Stock of RE/MAX Holdings, Inc. (675000)	Direct

Footnotes

F1: Pursuant to the terms of the Fourth Amended and Restated RMCO, LLC Agreement, common units of RMCO, LLC were redeemed on a one-for-one basis for, at RE/MAX Holdings, Inc.'s option, shares of Class A common stock.

F2: Pursuant to the terms of the Fourth Amended and Restated RMCO, LLC Agreement, common units of RMCO, LLC are redeemable, at the election of the holder, for, at RE/MAX Holdings, Inc.'s option, newly issued shares of Class A common stock of RE/MAX Holdings, Inc. on a one-for-one basis or a cash payment equal to the market price of one share of Class A common stock (subject to customary adjustments, including conversion rate adjustments, underwriting discounts, commissions and adjustments for stock splits, stock dividends and reclassifications).