UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
MARCUS & MILLICHAP, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
566324109
(CUSIP Number)
Alexander Yarmolinsky
Chief Financial Officer
Phoenix Investments Holdings LLC
777 S. California Avenue
Palo Alto, CA 94304
(650)494-1400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 28, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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 (“Act”) 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).
(Continued on following pages)
SCHEDULE 13D
CUSIP No. 566324109
| 1 | NAME OF REPORTING PERSONS
Phoenix Investments Holdings LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
14,887,348 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
14,887,348 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,887,348 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%* | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| * | Based on 38,651,360 shares of common stock outstanding as of November 1, 2018. |
Page 2 of 9
CUSIP No. 566324109
| 1 | NAME OF REPORTING PERSONS
Ionian Investments Manager LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
14,887,348 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
14,887,348 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,887,348 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%* | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| * | Based on 38,651,360 shares of common stock outstanding as of November 1, 2018. |
Page 3 of 9
CUSIP No. 566324109
| 1 | NAME OF REPORTING PERSONS
George M. Marcus | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
18,021 | ||||
| 8 | SHARED VOTING POWER
15,745,628 | |||||
| 9 | SOLE DISPOSITIVE POWER
18,021 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,745,628 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,745,628 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%* | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| * | Based on 38,651,360 shares of common stock outstanding as of November 1, 2018. |
Page 4 of 9
SCHEDULE 13D
Explanatory Note
This Amendment No. 13 to the statement on Schedule 13D (“Amendment No. 13”) relates to the common stock, par value $0.0001 per share, of Marcus & Millichap, Inc.
George M. Marcus, Ionian Investments Manager LLC, and Phoenix Investments Holdings LLC filed the initial statement on Schedule 13D on November 12, 2013 (the “Initial Statement”) and capitalized terms used in this Amendment No. 12, but not otherwise defined, have the meanings given to them in the Initial Statement. This Amendment No. 13 amends and supplements the disclosure under Item 4 and amends and restates the disclosures in the cover pages hereto and Items 5 and 7 of Amendment No. 12 to the Initial Statement filed on November 6, 2018 (“Amendment No. 12”).
Item 4. Purpose of Transaction.
Item 4 of Amendment No. 12 is hereby amended and supplemented by deleting the disclosure under paragraph (j) and adding the following in its place:
“Except as described in this Item 4, Item 6, potential pro rata distributions to Phoenix’s members and potential sales from time to time pursuant to Rule 144 under the Securities Act of 1933 or the previously filed Registration Statement on FormS-3 (FileNo. 333-224821), the Reporting Persons do not have, as of the date of this Amendment No. 12, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell or to distribute to Phoenix’s members the MMI Common Stock reported as beneficially owned in this Schedule 13D, as amended, (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties), or otherwise; to dispose of all or a portion of their holdings of securities of the Issuer; or to change their intention with respect to any or all of the matters referred to in this Item 4.”
Item 5. Interest in Securities of the Issuer.
Item 5 of Amendment No. 12 is hereby amended and restated by the following:
“(a) Based on the Issuer’s Form10-Q for quarter ended September 30, 2018, 38,651,360 shares of MMI Common Stock were outstanding as of November 1, 2018. As of December 6, 2018, the Reporting Persons beneficially own the following amounts of MMI Common Stock:
| (i) | George M. Marcus: 15,745,628shares (40.7%) |
| (ii) | Ionian: 14,887,348shares (38.5%) |
| (iii) | Phoenix: 14,887,348shares (38.5%) |
Mr. Marcus’ beneficial ownership consists of:
| • | 18,021 shares of MMI Common Stock held directly by Mr. Marcus, |
| • | 840,259 shares of MMI Common Stock held directly by The George and Judy Marcus Family Foundation II (the “George and Judy Marcus Foundation II”) of which Mr. Marcus is a trustee and has voting and/or investment power with respect to the shares held by the George and Judy Marcus Foundation II, and |
| • | 14,887,348shares of MMI Common Stock held directly by Phoenix of which Ionian is the solenon-member manager and, as the sole member and manager of Ionian, Mr. Marcus has voting and/or investment power with respect to the shares held by Phoenix. |
Page 5 of 9
(b) The Reporting Persons have the sole power to vote or direct the vote of the following amounts of MMI Common Stock:
| (i) | George M. Marcus: 18,021 shares |
| (ii) | Ionian: 0 shares |
| (iii) | Phoenix: 0 shares |
The Reporting Persons have the sole power to dispose or direct the disposition of the following amounts of MMI Common Stock:
| (i) | George M. Marcus: 18,021 shares |
| (ii) | Ionian: 0 shares |
| (iii) | Phoenix: 0 shares |
The Reporting Persons have the shared power to vote or direct the vote of the following amounts of MMI Common Stock:
| (i) | George M. Marcus: 15,745,628shares |
| (ii) | Ionian: 14,887,348shares |
| (iii) | Phoenix: 14,887,348shares |
As noted above, Mr. Marcus’ shared power to vote or direct the vote consist of (i) 840,259 shares held directly by the George and Judy Marcus Foundation II of which Mr. Marcus, as trustee, may direct the vote, and (ii) 14,887,348shares held directly by Phoenix of which Mr. Marcus, as the sole member and manager of Ionian, may direct the vote. Ionian, as the solenon-member manager of Phoenix, shares with Phoenix the power to vote the 14,887,348shares held directly by Phoenix.
The Reporting Persons have the shared power to dispose or direct the disposition of the following amounts of MMI Common Stock:
| (i) | George M. Marcus: 15,745,628shares |
| (ii) | Ionian: 14,887,348shares |
| (iii) | Phoenix: 14,887,348shares |
As noted above, Mr. Marcus’ shared power to dispose or direct the disposition consists of (i) 840,259 shares held directly by the George and Judy Marcus Foundation II of which Mr. Marcus, as trustee, may direct the disposition, and (ii) 14,887,348shares held directly by Phoenix of which Mr. Marcus, as the sole member and manager of Ionian, may direct the disposition. Ionian, as the solenon-member manager of Phoenix, shares with Phoenix the power to dispose the 14,887,348shares held directly by Phoenix.
(c) The Reporting Persons have engaged in transactions in MMI Common Stock in the past 60 days as follows:
On October 31, 2018, Phoenix sold 50,000 shares of MMI Common Stock at an average price of $34.9475 per share pursuant to Rule 144 of the Securities Act.
On November 1, 2018, Phoenix sold 50,000 shares of MMI Common Stock at an average price of $35.0566 per share pursuant to Rule 144 of the Securities Act.
On November 2, 2018, Phoenix sold 50,000 shares of MMI Common Stock at an average price of $35.1047 per share pursuant to Rule 144 of the Securities Act.
On November 5, 2018, Phoenix sold 50,000 shares of MMI Common Stock at an average price of $34.82 per share pursuant to Rule 144 of the Securities Act.
On November 6, 2018, Phoenix sold 50,000 shares of MMI Common Stock at an average price of $34.8612 per share pursuant to Rule 144 of the Securities Act.
Page 6 of 9
On November 7, 2018, Phoenix sold 24,648 shares of MMI Common Stock at an average price of $36.2047 per share pursuant to Rule 144 of the Securities Act.
On November 12, 2018, Phoenix sold 50,000 shares of MMI Common Stock at an average price of $37.3098 per share pursuant to a Registration Statement under the Securities Act.
On November 13, 2018, Phoenix sold 50,000 shares of MMI Common Stock at an average price of $37.0548 per share pursuant to a Registration Statement under the Securities Act.
On November 14, 2018, Phoenix sold 50,000 shares of MMI Common Stock at an average price of $37.0434 per share pursuant to a Registration Statement under the Securities Act.
On November 15, 2018, Phoenix sold 17,025 shares of MMI Common Stock at an average price of $37.0049 per share pursuant to a Registration Statement under the Securities Act.
On November 16, 2018, Phoenix sold 15,258 shares of MMI Common Stock at an average price of $37.0057 per share pursuant to a Registration Statement under the Securities Act.
On November 19, 2018, Phoenix sold 2,500 shares of MMI Common Stock at an average price of $37.0021 per share pursuant to a Registration Statement under the Securities Act.
On November 26, 2018, Phoenix sold 50,000 shares of MMI Common Stock at an average price of $37.0377 per share pursuant to a Registration Statement under the Securities Act.
On November 27, 2018, Phoenix sold 26,681 shares of MMI Common Stock at an average price of $37.0137 per share pursuant to a Registration Statement under the Securities Act.
On November 28, 2018, Phoenix sold 20,202 shares of MMI Common Stock at an average price of $37.0110 per share pursuant to a Registration Statement under the Securities Act.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be filed as Exhibits.
Item 7 of Amendment No. 12 is hereby amended and restated by the following:
| “Exhibit A: | Joint Filing Agreement (filed herewith)” |
Page 7 of 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 7, 2018
| PHOENIX INVESTMENTS HOLDINGS LLC |
| by Ionian Investments Manager LLC |
| ItsNon-Member Manager |
/s/ George M. Marcus |
| GEORGE M. MARCUS, Sole Member and Manager |
| IONIAN INVESTMENTS MANAGER LLC |
/s/ George M. Marcus |
| GEORGE M. MARCUS, Sole Member and Manager |
| GEORGE M. MARCUS |
/s/ George M. Marcus |
Page 8 of 9
EXHIBIT A
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the Schedule 13D, to which this Agreement is attached as Exhibit A, and all amendments thereto may be filed on behalf of each such person.
Dated: December 7, 2018
| PHOENIX INVESTMENTS HOLDINGS LLC |
| by Ionian Investments Manager LLC |
| ItsNon-Member Manager |
/s/ George M. Marcus |
| GEORGE M. MARCUS, Sole Member and Manager |
| IONIAN INVESTMENTS MANAGER LLC |
/s/ George M. Marcus |
| GEORGE M. MARCUS, Sole Member and Manager |
| GEORGE M. MARCUS |
/s/ George M. Marcus |
Page 9 of 9