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RE/MAX HOLDINGS, INC.

Date Filed : May 26, 2023

SEC FORM 4SEC Form 4
FORM 4UNITED 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*
Smith Serene M.

(Last)(First)(Middle)
5075 S. SYRACUSE ST.

(Street)
DENVERCO80237

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
RE/MAX Holdings, Inc. [ RMAX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief of Staff & COO
3. Date of Earliest Transaction (Month/Day/Year)
05/24/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/24/2023A25,391(1)A$0.0098,848(2)D
Class A Common Stock05/24/2023A16,928(3)A$0.00115,776(4)D
Class A Common Stock05/24/2023A5,038(5)A$0.00120,814(6)D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, on May 24, 2023, the reporting person was granted performance-based restricted stock units ("RSUs") which will vest, if at all, following the performance period of January 1, 2023, through December 31, 2025. The number set forth above is the target amount. The number of RSUs that vest will range from 0-200% of such amount.
2. Includes 59,838 unvested RSUs.
3. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, on May 24, 2023, the reporting person was granted time-based RSUs which vest in three equal annual installments beginning on March 1, 2024.
4. Includes 76,766 unvested RSUs.
5. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, on May 24, 2023, the reporting person was granted time-based RSUs which vest on March 1, 2024.
6. Includes 81,804 unvested RSUs.
Remarks:
/s/ Mark Rohr, as Attorney-in-Fact05/26/2023
** Signature of Reporting PersonDate
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.
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