SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schwarz Kurt Henry

(Last)

(First)

(Middle)

C/O MARCUS & MILLICHAP, INC.

23975 PARK SORRENTO, SUITE 400

(Street)

CALABASAS

91302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Marcus & Millichap, Inc. [ MMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2023		M		130	A	⁽¹⁾	6,472	I	By Trust⁽²⁾
Common Stock	03/10/2023		F		54	D	$32.15⁽³⁾	6,418	I	By Trust⁽²⁾
Common Stock	03/10/2023		M		404	A	⁽¹⁾	6,822	I	By Trust⁽²⁾
Common Stock	03/10/2023		F		149	D	$32.15⁽³⁾	6,673	I	By Trust⁽²⁾
Common Stock	03/10/2023		M		147	A	⁽¹⁾	6,820	I	By Trust⁽²⁾
Common Stock	03/10/2023		F		50	D	$32.15⁽³⁾	6,770	I	By Trust⁽²⁾
Common Stock	03/10/2023		M		89	A	⁽¹⁾	6,859	I	By Trust⁽²⁾
Common Stock	03/10/2023		F		30	D	$32.15⁽³⁾	6,829	I	By Trust⁽²⁾
Common Stock	03/10/2023		M		190	A	⁽¹⁾	7,019	I	By Trust⁽²⁾
Common Stock	03/10/2023		F		64	D	$32.15⁽³⁾	7,245⁽⁴⁾	I	By Trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/10/2023		M			130	⁽⁵⁾	02/26/2028	Common Stock	130	$0.00	0	D
Restricted Stock Units	⁽¹⁾	03/10/2023		M			404	⁽⁶⁾	02/13/2029	Common Stock	404	$0.00	410	D
Restricted Stock Units	⁽¹⁾	03/10/2023		M			147	⁽⁷⁾	02/11/2030	Common Stock	147	$0.00	294	D
Restricted Stock Units	⁽¹⁾	03/10/2023		M			89	⁽⁸⁾	02/11/2031	Common Stock	89	$0.00	270	D
Restricted Stock Units	⁽¹⁾	03/10/2023		M			190	⁽⁹⁾	02/10/2032	Common Stock	190	$0.00	761	D

Explanation of Responses:

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

2. 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.

3. 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 March 10, 2023.

4. Includes 290 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

5. The restricted stock units vest in five equal annual installments beginning March 10, 2019.

6. The restricted stock units vest in five equal annual installments beginning March 10, 2020.

7. The restricted stock units vest in five equal annual installments beginning March 10, 2021.

8. The restricted stock units vest in five equal annual installments beginning March 10, 2022.

9. The restricted stock units vest in five equal annual installments beginning March 10, 2023.

Remarks:

	/s/ Kurt H. Schwarz	03/14/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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