RE/MAX (RMAX) Form 4 RE/MAX / Karri R. Callahan ownership change

SEC Form 4

FORM 4

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
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^*

Callahan Karri R.

(Last) (First) (Middle)

5075 S. SYRACUSE ST.

(Street)

DENVER CO 80237

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2020

4. If Amendment, Date of 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

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
Class A Common Stock	03/01/2020		A		9,880(1)	A	$0.00	39,211(2)	D
Class A Common Stock	03/01/2020		A		14,820(3)	A	$0.00	54,031(4)	D
Class A Common Stock	03/01/2020		A		2,089(5)	A	$0.00	56,120(4)	D
Class A Common Stock	03/01/2020		F		1,115(6)	D	$29.15	55,005(4)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan, on March 1, 2020, the reporting person was granted RSUs which vest in three equal annual installments beginning on March 1, 2021.

2. Includes 26,984 unvested RSUs.

3. Pursuant to the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan, on March 1, 2020, the reporting person was granted performance-based restricted stock units ("RSUs") which will vest, if at all, following the performance period of January 1, 2020, through December 31, 2022. The number set forth above is the target amount. The number of RSUs that vest will range from 0-150% of such amount.

4. Includes 41,804 unvested RSUs.

5. Represents shares issued for the stock-based portion of the 2019 performance bonus, pursuant to the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan.

6. Represents shares of Class A common stock withheld by the issuer in satisfaction of tax withholding obligations upon the issuance of Class A common stock in settlement of RSUs on March 1, 2020.

Remarks:

	/s/ Mark Rohr, as Attorney-in-Fact	03/03/2020
	** Signature of Reporting Person	Date
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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