Phil Frohlich‘s Prescott Group Capital Management recently reported increasing its stake in Marchex Inc (NASDAQ:MCHX) to 4.04 million Class B Common Shares that represent 10.6% of the outstanding stock, according to a recent 13G filing with the US Securities and Exchange Commission. Previously, the fund’s stake consisted of 1.79 million Class B Shares held at the end of June.
Marchex is a mobile advertising analytics company, which offers professional services for businesses that depend on consumer calls to drive sales. Over the past 12 months, the company’s stock has lost 29.29%. In its latest financial report for the second quarter of 2016, the company disclosed a loss per share of $0.02, in line with estimates, and revenue of $34.41 million, missing the estimates of $35 million. Recently, Roth Capital reiterated its rating on Marchex’ stock, and downgraded it to ‘Neutral’ from ‘Buy’.
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The number of investors bullish on Marchex (NASDAQ:MCHX) decreased by two recently, and at the end of June, there were 10 smart money managers long the stock. Among them were Mark Coe’s Coe Capital Management, which held a position valued at $205.24 million, Constantinos J. Christofilis’ Archon Capital Management, with a position worth around $6.82 million, Jim Simons’ Renaissance Technologies, Joseph Mathias’ Concourse Capital Management, and Chuck Royce’s Royce & Associates.
Among investors who lost enthusiasm for investing in Marchex (NASDAQ:MCHX) and decide to sell their positions were Peter Algert And Kevin Coldiron’s Algert Coldiron Investors, which said goodbye to $474,000, and Israel Englander’s Millennium Management, which dropped a position valued at the end of March at $65,000.
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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 |
|---|---|---|---|---|---|---|
| Prescott Group Capital Management | 4,038,353 | 0 | 4,038,353 | 0 | 4,038,353 | 10.6% |
| Prescott Group Aggressive Small Cap | 0 | 4,038,353 | 0 | 4,038,353 | 4,038,353 | 10.6% |
| Prescott Group Aggressive Small Cap II | 0 | 4,038,353 | 0 | 4,038,353 | 4,038,353 | 10.6% |
| Phil Frohlich | 4,038,353 | 0 | 4,038,353 | 0 | 4,038,353 | 10.6% |
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Page 1 of 9 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Marchex, Inc.
(Name of Issuer)
Class B Common Stock, $0.01 par value per share
(Title of Class of Securities)
56624R108
(CUSIP Number)
August 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule
13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
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Page 2 of 9 – SEC Filing
| CUSIP No. 56624R108 | 13G |
| 1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Capital Management, L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF State of Oklahoma | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 4,038,353 | ||||
| 6 | SHARED VOTING POWER 0 | |||||
| 7 | SOLE DISPOSITIVE POWER 4,038,353 | |||||
| 8 | SHARED DISPOSITIVE POWER 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,038,353 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6%** | |||||
| 12 | TYPE OF REPORTING PERSON* IA | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
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Page 3 of 9 – SEC Filing
| CUSIP No. 56624R108 | 13G |
| 1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Aggressive Small Cap, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF State of Oklahoma | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 4,038,353 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 4,038,353 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,038,353 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6%** | |||||
| 12 | TYPE OF REPORTING PERSON* PN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
3
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Page 4 of 9 – SEC Filing
| CUSIP No. 56624R108 | 13G |
| 1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Aggressive Small Cap II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF State of Oklahoma | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 4,038,353 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 4,038,353 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,038,353 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6%** | |||||
| 12 | TYPE OF REPORTING PERSON* PN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
4
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Page 5 of 9 – SEC Filing
| CUSIP No. 56624R108 | 13G |
| 1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Phil Frohlich | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF U.S. Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 4,038,353 | ||||
| 6 | SHARED VOTING POWER 0 | |||||
| 7 | SOLE DISPOSITIVE POWER 4,038,353 | |||||
| 8 | SHARED DISPOSITIVE POWER 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,038,353 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6%** | |||||
| 12 | TYPE OF REPORTING PERSON* IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
5
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Page 6 of 9 – SEC Filing
SCHEDULE 13G
This Schedule 13G (this Schedule 13G) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited
liability company (Prescott Capital), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (Prescott Small Cap), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership
(Prescott Small Cap II and, together with Prescott Small Cap, the Small Cap Funds) and Mr. Phil Frohlich the principal of Prescott Capital, relating to Class B Common Stock, $0.01 par value per share (the Common
Stock), of Marchex, Inc., a Delaware corporation (the Issuer).
This Schedule 13G relates to shares of Common Stock of
the Issuer purchased by the Small Cap Funds through the account of Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (Prescott Master Fund), of which the Small Cap Funds are general partners. Prescott
Capital serves as the general partner of the Small Cap Funds and may direct the Small Cap Funds, the general partners of Prescott Master Fund, to direct the vote and disposition of the 4,038,353 shares of Common Stock held by the Master Fund. As the
principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 4,038,353 shares of Common Stock held by Prescott Master Fund.
| Item 1(a) | Name of Issuer. |
Marchex, Inc.
| Item 1(b) | Address of Issuers Principal Executive Offices. |
520 Pike Street, Suite 2000
Seattle, Washington 98101
| Item 2(a) | Name of Person Filing. |
Prescott Group Capital Management, L.L.C. (Prescott
Capital), Prescott Group Aggressive Small Cap, L.P. (Prescott Small Cap), Prescott Group Aggressive Small Cap II, L.P. (Prescott Small Cap II and, together with Prescott Small Cap, the Small Cap Funds) and
Mr. Phil Frohlich.
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
1924 South Utica, Suite
1120
Tulsa, Oklahoma 74104-6529
| Item 2(c) | Citizenship or Place of Organization. |
Prescott Capital is an Oklahoma limited
liability company. The Small Cap Funds are Oklahoma limited partnerships. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.
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Page 7 of 9 – SEC Filing
| Item 2(d) | Title of Class of Securities. |
Class B Common Stock, $0.01 par value per share (the
Common Stock).
| Item 2(e) | CUSIP Number. |
56624R108
| Item 3 | Reporting Person. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether
the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | x | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| Item 4 | Ownership. |
| (a) | Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 4,038,353 shares of Common Stock. |
| (b) | Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 10.6% of the outstanding shares of Common Stock. This percentage is determined by dividing 4,038,353 by 38,083,162, the number of shares of Common Stock issued and outstanding as of August 5, 2016, as reported in the Issuers 10-Q filed on August 9, 2016. |
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Page 8 of 9 – SEC Filing
| (c) | Prescott Capital, as the general partner of the Small Cap Funds, the general partners of Prescott Master Fund, may direct the Small Cap Funds to direct the vote and disposition of the 4,038,353 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the vote and disposition of the 4,038,353 shares of Common Stock held by Prescott Master Fund. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| Item 10 | Certification. |
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Exhibits | Exhibit 99.1 |
Joint Filing Agreement dated September 2, 2016, between
Prescott Capital, the Small Cap Funds and Mr. Phil Frohlich.
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Page 9 of 9 – 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.
Date: September 2, 2016
| Prescott Group Capital Management, L.L.C. | ||
| By: | /s/ Phil Frohlich | |
| PHIL FROHLICH, Managing Member | ||
| Prescott Group Aggressive Small Cap, L.P. | ||
| By: Prescott Group Capital Management, L.L.C., its general partner | ||
| By: | /s/ Phil Frohlich | |
| PHIL FROHLICH, Managing Member | ||
| Prescott Group Aggressive Small Cap II, L.P. | ||
| By: Prescott Group Capital Management, L.L.C., its general partner | ||
| By: | /s/ Phil Frohlich | |
| PHIL FROHLICH, Managing Member | ||
| /s/ Phil Frohlich | ||
| Phil Frohlich | ||
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