Sec Form 4 Filing - Metzger David @ RE/MAX Holdings, Inc. - 2014-10-08

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Metzger David
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)
COO and CFO
(Last) (First) (Middle)
5075 S. SYRACUSE ST.
3. Date of Earliest Transaction (MM/DD/YY)
10/08/2014
(Street)
DENVER, CO80237
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
Class A Common Stock 12/08/2014 M 5,000 A $ 3.6 14,600 ( 1 ) D
Class A Common Stock 12/08/2014 S 4,212 D $ 37.09 ( 2 ) 10,388 ( 1 ) D
Class A Common Stock 12/08/2014 S 788 D $ 38.25 ( 3 ) 9,600 ( 1 ) D
Class A Common Stock 12/10/2014 M 5,000 A $ 3.6 14,600 ( 1 ) D
Class A Common Stock 12/10/2014 S 5,000 D $ 36.69 ( 4 ) 9,600 ( 1 ) 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
Stock Option (Right to Buy) $ 3.6 12/08/2014 M 5,000 10/01/2013 11/15/2022 Class A Common Stock 5,000 $ 0 207,500 D
Stock Option (Right to Buy) $ 3.6 12/10/2014 M 5,000 10/01/2013 11/15/2022 Class A Common Stock 5,000 $ 0 202,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Metzger David
5075 S. SYRACUSE ST.
DENVER, CO80237
COO and CFO
Signatures
/s/ Mark Rohr as Attorney-in-Fact 12/10/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 7,576 restricted stock units granted pursuant to the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan on October 1, 2013. The restricted stock units vest in three equal annual installments, the first of which occurred on December 1, 2014.
( 2 )The reported price represents the weighted average sale price of multiple sales on the same day at prices ranging from $36.81 to $37.70. The reporting person hereby undertakes to provide request by SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares purchased or sold at each separate price.
( 3 )The reported price represents the weighted average sale price of multiple sales on the same day at prices ranging from $37.83 to $38.58. The reporting person hereby undertakes to provide request by SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares purchased or sold at each separate price.
( 4 )The reported price represents the weighted average sale price of multiple sales on the same day at prices ranging from $36.47 to $37.01. The reporting person hereby undertakes to provide request by SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares purchased or sold at each separate price.

Remarks:
These transactions were executed pursuant to a Rule 10b5-1 Plan.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.