Sec Form 4 Filing - Nadji Hessam @ Marcus & Millichap, Inc. - 2024-03-07

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 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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1. Name and Address of Reporting Person Nadji Hessam 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O MARCUS & MILLICHAP, INC., 23975 PARK SORRENTO, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2024 (Street) CALABASAS, CA91302 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/07/2024 G 550 D $ 0 194,640 D Common Stock 03/10/2024 M 18,400 A 213,040 D Common Stock 03/10/2024 F( 2 ) 8,497 D $ 34.06 204,543 D Common Stock 03/10/2024 M 18,400 A 222,943 D Common Stock 03/10/2024 F( 2 ) 9,326 D $ 34.06 213,617 D Common Stock 03/10/2024 M 18,400 A 232,017 D Common Stock 03/10/2024 F( 2 ) 9,326 D $ 34.06 222,691 D Common Stock 03/10/2024 M 18,400 A 241,091 D Common Stock 03/10/2024 F( 2 ) 9,326 D $ 34.06 231,765 D Common Stock 03/10/2024 M 18,400 A 250,165 D Common Stock 03/10/2024 F( 2 ) 9,326 D $ 34.06 240,839 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ) 03/10/2024 M 18,400 ( 3 ) 02/13/2029 Common Stock 18,400 $ 0 0 D Restricted Stock Units ( 1 ) 03/10/2024 M 18,400 ( 4 ) 02/11/2030 Common Stock 18,400 $ 0 18,400 D Restricted Stock Units ( 1 ) 03/10/2024 M 18,400 ( 5 ) 02/11/2031 Common Stock 18,400 $ 0 36,800 D Restricted Stock Units ( 1 ) 03/10/2024 M 18,400 ( 6 ) 02/10/2032 Common Stock 18,400 $ 0 55,200 D Restricted Stock Units ( 1 ) 03/10/2024 M 18,400 ( 7 ) 02/09/2033 Common Stock 18,400 $ 0 73,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nadji Hessam C/O MARCUS & MILLICHAP, INC. 23975 PARK SORRENTO, SUITE 400 CALABASAS, CA91302 X Chief Executive Officer Signatures /s/ Mark Cortell, as Attorney-in-Fact for Hessam Nadji 03/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 2 )Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the above-reported settlements of RSUs. The amount of shares withheld is based on the closing sale price on March 11, 2024. ( 3 )The restricted stock units vest in five equal annual installments beginning March 10, 2020. ( 4 )The restricted stock units vest in five equal annual installments beginning March 10, 2021. ( 5 )The restricted stock units vest in five equal annual installments beginning March 10, 2022. ( 6 )The restricted stock units vest in five equal annual installments beginning March 10, 2023. ( 7 )The restricted stock units vest in five equal annual installments beginning March 10, 2024.

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).

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