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Filing Details

Accession Number:
0001181431-14-028020
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-08-01 16:29:45
Reporting Period:
2014-07-30
Filing Date:
2014-08-01
Accepted Time:
2014-08-01 16:29:45
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1224133 Marchex Inc MCHX Services-Business Services, Nec (7389) 352194038
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1282317 A Michael Arends 520 Pike Street
Suite 2000
Seattle WA 98101
Chief Financial Officer No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class B Common Stock Acquisiton 2014-07-30 21,875 $4.89 424,136 No 4 M Direct
Class B Common Stock Acquisiton 2014-07-30 27,357 $4.89 451,493 No 4 M Direct
Class B Common Stock Acquisiton 2014-07-30 13,046 $4.41 464,539 No 4 M Direct
Class B Common Stock Acquisiton 2014-07-30 6,864 $4.41 471,403 No 4 M Direct
Class B Common Stock Disposition 2014-07-30 69,142 $11.20 402,261 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class B Common Stock Non-Qualified Stock Option (Right to Buy) Disposition 2014-07-30 21,875 $0.00 21,875 $4.89
Class B Common Stock Non-Qualified Stock Option (Right to Buy) Disposition 2014-07-30 27,357 $0.00 27,357 $4.89
Class B Common Stock Non-Qualified Stock Option (Right to Buy) Disposition 2014-07-30 13,046 $0.00 13,046 $4.41
Class B Common Stock Non-Qualified Stock Option (Right to Buy) Disposition 2014-07-30 6,864 $0.00 6,864 $4.41
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
13,125 2020-05-11 No 4 M Direct
42 2020-05-11 No 4 M Direct
31,454 2022-12-20 No 4 M Direct
38,636 2022-12-20 No 4 M Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class B Common Stock 18,100 Indirect By IRA
Class B Common Stock 6,500 Indirect By IRA for Diana Arends
Class B Common Stock 10,500 Indirect By Trust for Nicole Marie
Footnotes
  1. The sales reported on this Form 4 were effected pursuant to a Rule 10(b)5-1 trading plan adopted by the reporting person in 2014 and which such Rule 10(b)5-1 trading plan shall terminate on the earlier of all shares having been sold thereunder or December 31, 2015.
  2. This transaction was executed in multiple trades at prices ranging from $11.20 to $11.21. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Marchex or a stockholder of Marchex full information regarding the number of shares and prices at which the transaction was effected.
  3. Reporting person disclaims beneficial ownership.
  4. Immediate exercisability.
  5. Option grant effective December 20, 2012 (the "Option Grant Date"). 25% of the options will vest on the first annual anniversary of the Option Grant Date. Thereafter, 1/12 of the remaining will vest quarterly thereafter for the following three years.
  6. One hundred percent (100%) of all options not already vested as of the date hereof, shall become immediately vested upon the occurrence of both (a) a Change of Control (as defined in such reporting person's award agreements), (b) followed by (i) a termination without cause of such reporting person's employment by the Issuer or any successor thereto, (ii) a Diminution in Duties (as defined in such reporting person's award agreements) with respect to the reporting person, or (iii) the twelve month anniversary of the occurrence of the Change of Control.
  7. Option grant effective the Option Grant Date. The options have been issued in three separate tranches, representing approximately 32% ("Tranche A"), 33% ("Tranche B") and 35% ("Tranche C"), respectively, of such award. Such options shall vest on the later of (a) the twelve month anniversary of the Option Grant Date (Tranche A), the twenty-four month anniversary of the Option Grant Date (Tranche B) or the thirty month anniversary of the Option Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the Option Grant Date during which the average closing price of the Issuer's Class B Common Stock over such period is equal to or greater than $4.50 (Tranche A), $5.25 (Tranche B) or $6.00 (Tranche C).