SEC Form 4 · accession 0001209191-15-082206
RE/MAX Holdings, Inc. · RMAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
RIHI, Inc.
10% Owner
Period of report
Nov 24, 2015
Accepted (ET)
Nov 25, 2015 · 3:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001581091
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Nov 24, 2015 | C | 4,500,000 | — | A | 4,500,000 | D | |
| Class A Common Stock | Nov 24, 2015 | S | 4,500,000 | $36.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Units of RMCO, LLCF1,F2 | — | Nov 24, 2015 | C | 4,500,000 | D | — | — | Class A Common Stock of RE/MAX Holdings, Inc. | 4,500,000 | 13,234,600 | D |
Explanation of responses
- F1Pursuant 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.
- F2Pursuant 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).