Sec Form 13G Filing - MAGNOLIA CAPITAL FUND LP filing for RE/MAX HLDGS INC CLASS A (RMAX) - 2022-06-15

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. _*)

RE/MAX Holdings, Inc.

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(Name of Issuer)

Class A Common Stock, par value $ .0001 per share

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(Title of Class of Securities)

75524W108

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(CUSIP Number)

June 13, 2022

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(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]

Rule 13d-1(b)

[   ]

Rule 13d-1(c)

[   ]

Rule 13d-1(d)

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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

Item 1.

(a)

Name of Issuer:

RE/MAX Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

5075 South Syracuse Street

Denver, Colorado 80237

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is being jointly filed by Magnolia Capital Fund, LP (“MCF”), The Magnolia Group, LLC (“TMG”), a registered investment adviser, and Adam K. Peterson (each, a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of Class A Common Stock, par value $ .0001 per share of the Issuer (the “Class A Common Stock”) owned directly by MCF.

(b)

Address of Principal Business Office or, if None, Residence:

1601 Dodge Street, Suite 3300

Omaha Nebraska 68102

(c)

Citizenship:

MCF is a Delaware limited partnership. TMG is an Oklahoma limited liability company and registered investment adviser. Mr. Peterson is a U.S. citizen.

(d)

Title of Class of Securities:

Class A Common Stock, par value $ .0001 per share

(e)

CUSIP Number:

75524W108

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

[   ]

Broker or dealer registered under Section 15 of the Exchange Act.

 

(b)

[   ]

Bank as defined in Section 3(a)(6) of the Exchange Act.

 

(c)

[   ]

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 

(d)

[   ]

Investment company registered under Section 8 of the Investment Company Act.

 

(e)

[X]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

[   ]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

(g)

[   ]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

[   ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

[   ]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

[   ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership.

(a)

Amount beneficially owned:

 

 

(b)

Percent of class:

 

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The percentages reported herein have been determined by dividing the number of shares of Class A Common Stock beneficially owned by each of the Reporting Persons by 19,266,266 the number of shares of Class B Common Stock outstanding as of April 21, 2022, as reported on the Quarterly Report Form 10-Q filed by the Issuer on April 28, 2022 with the Securities and Exchange Commission.

 

(c)

Number of shares as to which the person has:

 

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.