UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
December 6, 2016
(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) or 240.13d-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 persons 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 | Page 2 of 9 Pages |
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
12,956 | ||||
8 | SHARED VOTING POWER
20,747,342 | |||||
9 | SOLE DISPOSITIVE POWER
12,956 | |||||
10 | SHARED DISPOSITIVE POWER
20,747,342 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,760,298 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.2%* | |||||
14 | TYPE OF REPORTING PERSON
IN |
* | Based on 37,616,243 shares of common stock outstanding as of November 2, 2016, as reported in the Issuers Form 10-Q filed on November 7, 2016. |
CUSIP No. 566324109 | Page 3 of 9 Pages |
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
20,162,000 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
20,162,000 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,162,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.6%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 37,616,243 shares of common stock outstanding as of November 2, 2016, as reported in the Issuers Form 10-Q filed on November 7, 2016. |
CUSIP No. 566324109 | Page 4 of 9 Pages |
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
20,162,000 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
20,162,000 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,162,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.6%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 37,616,243 shares of common stock outstanding as of November 2, 2016, as reported in the Issuers Form 10-Q filed on November 7, 2016. |
SCHEDULE 13D
Explanatory Note
This Amendment No. 4 to the statement on Schedule 13D (Amendment No. 4) 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. 4, but not otherwise defined, have the meanings given to them in the Initial Statement.
This Amendment No. 4:
| Amends and supplements disclosures under Items 3 and 4 of the Initial Statement, and |
| Amends and restates the disclosures under Items 5 and 7 of Amendment No. 3 to the Initial Statement filed on March 24, 2015 (Amendment No. 3). |
Item 3. Source or Amount of Funds or Other Consideration.
Item 3 of the Initial Statement is hereby amended and supplemented by adding the following to the end thereof:
On December 6, 2016, Phoenix effected a pro-rata distribution of 400,001 shares of MMI Common Stock, including 393,496 shares distributed to George M. Marcus. Afterwards, Mr. Marcus gifted the 393,496 shares to The Marcus Family Foundation (the Family Foundation). Mr. Marcus and his wife, Judith A. Marcus, both are trustees of the Family Foundation and both have voting and/or investment power with respect to the shares of MMI Common Stock held by the Family Foundation.
Item 4. Purpose of Transaction.
Item 4 of the Initial Statement 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, the Reporting Persons do not have, as of the date of this Amendment No. 4, 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 Phoenixs 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. 3 is hereby amended and restated by the following:
(a) Based on the Issuers Form 10-Q filed on November 7, 2016, 37,616,243 shares of MMI Common Stock were outstanding as of November 2, 2016. As of December 13, 2016, the Reporting Persons beneficially own the following amounts of MMI Common Stock:
(i) | George M. Marcus: 20,760,298 shares (55.2%) |
(ii) | Ionian: 20,162,000 shares (53.6%) |
(iii) | Phoenix: 20,162,000 shares (53.6%) |
Page 5 of 9
Mr. Marcus beneficial ownership consists of:
| 12,956 shares of MMI Common Stock held directly by Mr. Marcus, |
| 191,846 shares of MMI Common Stock held directly by The George and Judy Marcus Family Foundation (the George and Judy Marcus Foundation) 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, |
| 393,496 shares of MMI Common Stock held directly by the Family Foundation of which Mr. Marcus is a trustee and has voting and/or investment power with respect to the shares held by the Family Foundation, and |
| 20,162,000 shares of MMI Common Stock held directly by Phoenix of which Ionian is the sole non-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. |
(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: 12,956 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: 12,956 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: 20,747,342 shares |
(ii) | Ionian: 20,162,000 shares |
(iii) | Phoenix: 20,162,000 shares |
As noted above, Mr. Marcus shared power to vote or direct the vote consist of (i) 191,846 shares held directly by the George and Judy Marcus Foundation of which Mr. Marcus, as trustee, may direct the vote, (ii) 393,496 shares held directly by the Family Foundation of which Mr. Marcus, as trustee, may direct the vote, and (iii) 20,162,000 shares held directly by Phoenix of which Mr. Marcus, as the sole member and manager of Ionian, may direct the vote. Ionian, as the sole non-member manager of Phoenix, shares with Phoenix the power to vote the 20,162,000 shares held directly by Phoenix.
The Reporting Persons have shared power to dispose or direct the disposition of the following amounts of MMI Common Stock:
(i) | George M. Marcus: 20,747,342 shares |
(ii) | Ionian: 20,162,000 shares |
(iii) | Phoenix: 20,162,000 shares |
As noted above, Mr. Marcus shared power to dispose or direct the disposition consists of (i) 191,846 shares held directly by the George and Judy Marcus Foundation of which Mr. Marcus, as trustee, may direct the disposition, (ii) 393,496 shares held directly by the Family Foundation of which Mr. Marcus, as trustee, may direct the disposition, and (iii) 20,162,000 shares held directly by Phoenix of which Mr. Marcus, as the sole member and manager of Ionian, may direct the disposition. Ionian, as the sole non-member manager of Phoenix, shares with Phoenix the power to dispose the 20,162,000 shares held directly by Phoenix.
Page 6 of 9
(c) The Reporting Persons have engaged in transactions in MMI Common Stock in the past 60 days as follows:
On December 6, 2016, Phoenix distributed 400,001 shares of MMI Common Stock on a pro-rata basis to its members, including 393,496 shares to George M. Marcus.
Afterwards, Mr. Marcus gifted 393,496 shares to the Family Foundation.
(d) | Not applicable. |
(e) | Not applicable. |
Item 7. Material to be filed as Exhibits.
Item 7 of Amendment No. 3 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 13, 2016
GEORGE M. MARCUS |
/s/ George M. Marcus |
IONIAN INVESTMENTS MANAGER LLC |
/s/ George M. Marcus |
GEORGE M. MARCUS, Sole Member and Manager |
PHOENIX INVESTMENTS HOLDINGS LLC by Ionian Investments Manager LLC Its Non-Member Manager |
/s/ George M. Marcus |
GEORGE M. MARCUS, Sole Member and Manager |
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 13, 2016
GEORGE M. MARCUS |
/s/ George M. Marcus |
IONIAN INVESTMENTS MANAGER LLC |
/s/ George M. Marcus |
GEORGE M. MARCUS, Sole Member and Manager |
PHOENIX INVESTMENTS HOLDINGS LLC by Ionian Investments Manager LLC Its Non-Member Manager |
/s/ George M. Marcus |
GEORGE M. MARCUS, Sole Member and Manager |
Page 9 of 9