Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Schwarz Kurt Henry
  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
(Last)
(First)
(Middle)
C/O MARCUS & MILLICHAP, INC., 23975 PARK SORRENTO, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2018
(Street)

CALABASAS, CA 91302
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/16/2019   M   127 A (1) 2,857 (2) I By Trust (3)
Common Stock 02/16/2019   F   43 D $ 39.56 (4) 2,814 I By Trust (3)
Common Stock 02/25/2019   M   186 A (1) 3,000 I By Trust (3)
Common Stock 02/25/2019   F   63 D $ 38.66 (5) 2,937 I By Trust (3)
Common Stock 03/10/2019   M   128 A (1) 3,065 I By Trust (3)
Common Stock 03/10/2019   F   44 D $ 38.57 (6) 3,021 I By Trust (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (1) 02/26/2018   A   642     (7)   (7) Common Stock 642 $ 0 642 D  
Restricted Stock Units (1) 02/13/2019   A   2,026     (7)   (7) Common Stock 2,026 $ 0 2,026 D  
Restricted Stock Units (1) 02/16/2019   M     127   (8)   (8) Common Stock 127 $ 0 384 D  
Restricted Stock Units (1) 02/25/2019   M     186   (9)   (9) Common Stock 186 $ 0 372 D  
Restricted Stock Units (1) 03/10/2019   M     128   (10)   (10) Common Stock 128 $ 0 514 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Schwarz Kurt Henry
C/O MARCUS & MILLICHAP, INC.
23975 PARK SORRENTO, SUITE 400
CALABASAS, CA 91302
      Chief Accounting Officer  

Signatures

 /s/ Kurt H. Schwarz   03/12/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(2) Includes 183 shares purchased on May 15, 2018 and 150 shares purchased on November 18, 2018 pursuant to the Company's Employee Stock Purchase Plan.
(3) 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.
(4) Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the above-reported settlement of RSUs. The amount of shares withheld is based on the closing sale price on February 19, 2019.
(5) Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the above-reported settlement of RSUs. The amount of shares withheld is based on the closing sale price of the date of settlement.
(6) Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the above-reported settlement of RSUs. The amount of shares withheld is based on the closing sale price on March 11, 2019.
(7) Twenty percent will vest on each of the first five anniversaries commencing on the tenth (10th) day of the month following the Grant Date, subject to the recipient remaining a Service Provider through each such vesting date.
(8) The restricted stock units vest in five equal annual installments beginning February 16, 2018.
(9) The restricted stock units vest in five equal annual installments beginning February 25, 2017.
(10) Twenty percent will vest on each of the first five anniversaries commencing on the tenth (10th) day of the month following the grant date, subject to the recipient remaining a Service Provider through each such vesting date.

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