13D Filing: Edenbrook Capital, LLC and Marchex Inc (MCHX)

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CUSIP No. 56624R108
Item 1. Security and Issuer.

This statement on the amendment to Schedule 13D (the “Schedule 13D”) relates to the Class B common stock, par value $0.01 (the “Class B Common Stock”), of Marchex, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 520 Pike Street, Suite 2000, Seattle, Washington 98101.

Item 2.

Identity and Background.

(a)-(c)

This Schedule 13D is being filed jointly by
(i) Edenbrook Capital, LLC (“Edenbrook”), a New York limited liability company, as the investment manager to certain
private investment funds, with respect to Class B Common Stock owned by such private investment funds, (ii) Edenbrook Long Only
Value Fund, LP (the “Fund”), a Delaware limited partnership, with respect to Common Stock owned by such private investment
fund and (iii) Jonathan Brolin (“Mr. Brolin”), a United States citizen and the principal of Edenbrook with respect
to the Class B Common Stock owned by such private investment funds (collectively, the “Reporting Persons”).

Mr. Brolin’s present principal occupation
or employment is acting as a private investor. The principal business address of Mr. Brolin and Edenbrook is 2 Depot Plaza, Bedford
Hills, New York 10507. Mr. Brolin is the Managing Member of Edenbrook and, as such, is in the position to determine the investment
and voting decisions made by Edenbrook.

(d)

None of the Reporting Persons has, during the
last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The net investment costs (including commissions, if any) of the Class B Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $13,869,806.  The Class B Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.  
Item 4. Purpose of Transaction.

No material changes have been made
to the Reporting Person’s Item 4 disclosure in the 13D/A previously filed on February 9, 2017 (Amendment No. 3).

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