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*
MARCUS GEORGE M

(Last) (First) (Middle)
C/O MARCUS & MILLICHAP, INC.
23975 PARK SORRENTO, SUITE 400

(Street)
CALABASAS CA 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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2013
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)
Code V Amount (A) or (D) Price
Common Stock 10/30/2013 J(1) 28,390,633 A $0 28,390,733 I By Corp
Common Stock 10/31/2013 J(2) 25,941,988 D $0 2,448,745 I By Corp
Common Stock 10/31/2013 J(3) 25,520,155 A $0 25,520,155 D
Common Stock 10/31/2013 J(4) 25,520,155 D $0 0 D
Common Stock 10/31/2013 J(5) 25,941,988 A $0 25,941,988 I By LLC(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Marcus & Millichap Company (MMC) (which the Reporting Person controls) contributed shares of Marcus & Millichap Real Estate Investment Services to the Issuer and received Issuer Common Stock in return.
2. MMC distributed shares of Issuer Common Stock to its shareholders on a pro rata basis.
3. Portion of pro rata distribution of Issuer Common Stock by MMC received by Reporting Person.
4. Reporting Person's contribution of Issuer Common Stock to Phoenix Investments Holdings LLC (Phoenix).
5. Contributions of Issuer Common Stock to Phoenix by the Reporting Person and others.
6. The Reporting Person is the sole member and manager of Ionian Investments Manager LLC, which is the non-member manager of Phoenix, and beneficially owns 98.4% of its membership interests. The Reporting Person has voting and investment power with respect to the shares held by Phoenix. The Reporting Person disclaims beneficial ownership of shares held by Phoenix except to the extent of his pecuniary interest therein.
/s/ George M. Marcus 11/01/2013
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.