SEC Form 4 · accession 0001209191-15-086697

RE/MAX Holdings, Inc. · RMAX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — CEO, Chairman, Co-Founder · Director · 10% Owner

Period of report

Dec 18, 2015

Accepted (ET)

Dec 22, 2015 · 5:55 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 Stock^F1,F2	Dec 18, 2015	C	675,000	—	A	675,000	I	By RIHI, Inc.
Class A Common Stock^F2	Dec 18, 2015	S	675,000	$36.00	D	0	I	By RIHI, Inc.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Units of RMCO, LLC^F1,F2,F3	—	Dec 18, 2015	C	675,000	D	—	—	Class A Common Stock of RE/MAX Holdings, Inc.	675,000	12,559,600	I

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.
F2Represents securities owned by RIHI, Inc. Dave Liniger, along with his wife, Gail Liniger, have dispositive, voting and investment control over such common units of RMCO, LLC.
F3Pursuant 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).