08/24/2026 | Press release | Distributed by Public on 08/24/2026 15:35
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units of RMCO, LLC | (4) | 08/24/2026 | J(4) | 12,559,600 | (4) | (4) | Class A Common Stock of RE/MAX Holdings, Inc. | 12,559,600 | $ 0 | 0 | I | By RIHI, Inc.(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Liniger Gail A. 5075 S. SYRACUSE ST. DENVER, CO 80237 |
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| /s/ Mark Rohr, Attorney-in-Fact | 08/24/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On August 24, 2026, prior to the consummation of the First Merger (as defined below) and pursuant to the terms of the Agreement and Plan of Merger by and among the Issuer, RIHI, Inc. ("RIHI"), Rhino Merger Sub I, Inc., and Rhino Merger Sub II, LLC (the "RIHI Merger Agreement"), each outstanding share of RIHI common stock (the "RIHI Common Stock") (other than dissenting or cancelled shares) was converted into a number of shares of the Isser's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), equal to the number of common units of RMCO, LLC (the "OpCo Common Units") held by RIHI, divided by the total number of issued and outstanding shares of RIHI Common Stock. |
| (2) | On August 24, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 26, 2026 (the "Merger Agreement"), by and among the Issuer, The Real Brokerage Inc., Rome Wildlife, Inc. ("New Wildlife"), Wildlife Acquisition I Corp. ("Merger Sub I"), Wildlife Acquisition II LLC ("Merger Sub II") and 1587802 B.C. Unlimited Liability Company, Merger Sub I merged with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a wholly owned subsidiary of New Wildlife, and the Issuer merged with and into Merger Sub II (the "Second Merger"), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of New Wildlife. |
| (3) | Pursuant to the Merger Agreement and subject to certain exceptions, each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the first Merger was converted into the right to receive, without interest and at the Reporting Person's election, either (i) an amount in cash equal to $13.80 or (ii) 0.5150 shares of New Wildlife common stock. |
| (4) | On August 24, 2026, and pursuant to the RIHI Merger Agreement, the OpCo Common Units held by RIHI immediately prior to the effective time of the transactions contemplated by the RIHI Merger Agreement were surrendered to the Issuer by RIHI. |
| (5) | Prior to the consummation of the transactions described herein, Gail Liniger and her husband, David Liniger, had dispositive, voting and investment control over the OpCo Common Units owned by RIHI. |