Sec Form 4 Filing - WESTON PRESIDIO V LP @ RE/MAX Holdings, Inc. - 2013-10-07

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

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1. Name and Address of Reporting Person WESTON PRESIDIO V LP 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WESTON PRESIDIO, ONE FERRY BUILDING, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2013 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Common Units of RMCO, LLC ( 1 ) 10/07/2013 J( 1 ) 3,750,000 ( 1 ) ( 1 ) Class A Common Stock of RE/MAX Holdings, Inc. 3,750,000 ( 1 ) 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WESTON PRESIDIO V LP C/O WESTON PRESIDIO ONE FERRY BUILDING, SUITE 350 SAN FRANCISCO, CA94111 X Weston Presidio Management V, LLC C/O WESTON PRESIDIO ONE FERRY BUILDING, SUITE 350 SAN FRANCISCO94111 X Signatures /s/ Therese A. Mrozek, COO of LP 10/09/2013 Signature of Reporting Person Date /s/ Therese A. Mrozek, COO of LLC 10/09/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the RE/MAX Holdings, Inc. initial public offering and pursuant to the terms of the Fourth Amended and Restated RMCO, LLC Agreement, each common unit of RMCO, LLC was redeemed for, at RE/MAX Holdings, Inc.'s option, a cash payment equal to the price paid for one share of Class A common stock by the underwriters in the RE/MAX Holdings, Inc. initial public offering, less underwriting discounts. ( 2 )The general partner of Weston Presidio V, L.P. ("LP") is Weston Presidio Management V, LLC ("LLC"), which exercises voting control and investment power over such shares. LLC and its managing members, each of whom could be deemed to beneficially own the shares held by LP, disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

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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