Dear Valued Visitor,

We have noticed that you are using an ad blocker software.

Although advertisements on the web pages may degrade your experience, our business certainly depends on them and we can only keep providing you high-quality research based articles as long as we can display ads on our pages.

To view this article, you can disable your ad blocker and refresh this page or simply login.

We only allow registered users to use ad blockers. You can sign up for free by clicking here or you can login if you are already a member.

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

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Edenbrook Capital 0 4,120,129 0 3,229,430 4,120,129 10.7%
Edenbrook Long Only Value Fund 0 3,229,430 0 4,120,129 3,229,430 8.4%
Jonathan Brolin 0 4,120,129 0 4,120,129 10.7%

Page 1 of 10 – SEC Filing

UNITED
STATES

SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON,
DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

Marchex, Inc.
(Name of Issuer)
Class B common stock, par value $0.01 per share
(Title of Class of Securities)
56624R108
(CUSIP Number)

Jonathan Brolin

2 Depot Plaza

Bedford Hills

New York 10507

(914) 239-3117

(Name, Address and Telephone Number of Person
Authorized to Receive

Notices and Communications)

November 6, 2017
(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 ss.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 person’s 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.

Follow Marchex Inc (NASDAQ:MCHX)
Trade (NASDAQ:MCHX) Now!

Page 2 of 10 – SEC Filing


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).

Follow Marchex Inc (NASDAQ:MCHX)
Trade (NASDAQ:MCHX) Now!

Page 3 of 10 – SEC Filing


CUSIP No.
56624R108
1. NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Edenbrook Capital, LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3.

SEC USE ONLY

4.

SOURCE OF FUNDS

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.

SOLE VOTING POWER

0
8.

SHARED VOTING POWER

4,120,129
9.

SOLE DISPOSITIVE POWER

0
10.

SHARES DISPOSITIVE POWER

4,120,129
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

4,120,129

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES*

[_]
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.7%
14.

TYPE OF REPORTING PERSON

IA, OO

Follow Marchex Inc (NASDAQ:MCHX)
Trade (NASDAQ:MCHX) Now!

Page 4 of 10 – SEC Filing


CUSIP No.
56624R108
1. NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Edenbrook Long Only Value Fund, LP

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3.

SEC USE ONLY

4.

SOURCE OF FUNDS

AF
5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

3,229,430
9.

SOLE DISPOSITIVE POWER

0
10.

SHARED DISPOSITIVE POWER

[_]

3,229,430

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

3,229,430
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES*

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.4%
14.

TYPE OF REPORTING PERSON

PN

Follow Marchex Inc (NASDAQ:MCHX)
Trade (NASDAQ:MCHX) Now!

Page 5 of 10 – SEC Filing


CUSIP No.
56624R108
1. NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Jonathan Brolin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3.

SEC USE ONLY

4.

SOURCE OF FUNDS

AF
5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.

SOLE VOTING POWER

0
8.

SHARED VOTING POWER

4,120,129
9.

SOLE DISPOSITIVE POWER

0
10.

SHARED DISPOSITIVE POWER

4,120,129
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

4,120,129

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES*

[_]
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.7%
14.

TYPE OF REPORTING PERSON

IN

Follow Marchex Inc (NASDAQ:MCHX)
Trade (NASDAQ:MCHX) Now!

Page 6 of 10 – SEC Filing

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).

Follow Marchex Inc (NASDAQ:MCHX)
Trade (NASDAQ:MCHX) Now!

Page 7 of 10 – SEC Filing

Item 5. Interest in Securities of the Issuer.
(a)-(c)

As of the date hereof, (i) Edenbrook and Mr.
Brolin may be deemed to be the beneficial owners of 4,120,129 shares of Class B Common Stock, constituting 10.7% of the shares
of Class B Common Stock, based upon 38,613,134 shares of Class B Common Stock outstanding as of November 3, 2017, as set forth
in the Quarterly Report on 10-Q for the quarterly period ended September 30, 2017 filed by the Issuer on November 6, 2017 and (ii)
the Fund may be deemed to be the beneficial owner of 3,229,430 shares of Class B Common Stock, constituting 8.4% of the shares
of Class B Common Stock, based upon 38,613,134 shares of Class B Common Stock outstanding as of November 3, 2017, as set forth
in the Quarterly Report on 10-Q for the quarterly period ended September 30, 2017 filed by the Issuer on November 6, 2017.

Edenbrook has the sole power to vote or direct
the vote of 0 shares of Class B Common Stock; has the shared power to vote or direct the vote of 4,120,129 shares of Class B Common
Stock; has the sole power to dispose or direct the disposition of 0 shares of Class B Common Stock; and has the shared power to
dispose or direct the disposition of 4,120,129 shares of Class B Common Stock.

The Fund has the sole power to vote or direct
the vote of 0 shares of Class B Common Stock; has the shared power to vote or direct the vote of 3,229,430 shares of Class B Common
Stock; has the sole power to dispose or direct the disposition of 0 shares of Class B Common Stock; and has the shared power to
dispose or direct the disposition of 3,229,430 shares of Class B Common Stock.

Mr. Brolin has the sole power to vote or direct
the vote of 0 shares of Class B Common Stock; has the shared power to vote or direct the vote of 4,120,129 shares of Class B Common
Stock; has the sole power to dispose or direct the disposition of 0 shares of Class B Common Stock; and has the shared power to
dispose or direct the disposition of 4,120,129 shares of Class B Common Stock.

The transactions by the Reporting Persons in
the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open
market transactions.

The Reporting Persons specifically disclaim
beneficial ownership in the shares of Class B Common Stock reported herein except to the extent of their pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
This item is not applicable.

Item 7.
Material to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Common Stock

Follow Marchex Inc (NASDAQ:MCHX)
Trade (NASDAQ:MCHX) Now!

Page 8 of 10 – SEC Filing

SIGNATURE

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.

November 7, 2017
(Date)
Edenbrook Capital, LLC
By: /s/ Jonathan Brolin

Jonathan Brolin, Managing Member

Edenbrook Long Only Value Fund, LP
By: /s/ Jonathan Brolin
Managing Member of Edenbrook
Capital Partners, LLC
/s/ Jonathan Brolin
Jonathan Brolin

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).

Follow Marchex Inc (NASDAQ:MCHX)
Trade (NASDAQ:MCHX) Now!

Page 9 of 10 – SEC Filing

Exhibit A

AGREEMENT

The undersigned agree that
this amendment to Schedule 13D, dated November 7, 2017, relating to the Class B Common Stock, par value $0.01 of Marchex, Inc.
shall be filed on behalf of the undersigned.

November 7, 2017
(Date)
Edenbrook Capital, LLC
By: /s/ Jonathan Brolin

Jonathan Brolin, Managing Member

Edenbrook Long Only Value Fund, LP
By: /s/ Jonathan Brolin
Managing Member of Edenbrook
Capital Partners, LLC
/s/ Jonathan Brolin
Jonathan Brolin

Follow Marchex Inc (NASDAQ:MCHX)
Trade (NASDAQ:MCHX) Now!

Page 10 of 10 – SEC Filing

Exhibit B

Schedule of Transactions in Shares
by Private Funds Advised by Edenbrook

TRANSACTION DATE TITLE OF CLASS NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD PRICE PER SHARE
10/23/2017 Class B Common 100 3.0100
10/24/2017 Class B Common 11,545 3.0600
11/1/2017 Class B Common 962 3.0500
11/2/2017 Class B Common 366 3.0500
11/3/2017 Class B Common 31,642 3.0901
11/3/2017 Class B Common 300,000 3.1000
11/3/2017 Class B Common 9,469 3.0759
11/6/2017 Class B Common 300,000 3.1500
Follow Marchex Inc (NASDAQ:MCHX)
Trade (NASDAQ:MCHX) Now!

DOWNLOAD FREE REPORT: Warren Buffett's Best Stock Picks

Let Warren Buffett, George Soros, Steve Cohen, and Daniel Loeb WORK FOR YOU.

If you want to beat the low cost index funds by 19 percentage points per year, look no further than our monthly newsletter.In this free report you can find an in-depth analysis of the performance of Warren Buffett's entire historical stock picks. We uncovered Warren Buffett's Best Stock Picks and a way to for Buffett to improve his returns by more than 4 percentage points per year.

Bonus Biotech Stock Pick: You can also find a detailed bonus biotech stock pick that we expect to return more than 50% within 12 months.
Subscribe me to Insider Monkey's Free Daily Newsletter
This is a FREE report from Insider Monkey. Credit Card is NOT required.
Loading...