Filing Details

Accession Number:
0001181431-11-061760
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-12-22 16:40:56
Reporting Period:
2011-12-20
Filing Date:
2011-12-22
Accepted Time:
2011-12-22 16:40:56
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
1282212 A Ethan Caldwell 520 Pike Street
Suite 2000
Seattle WA 98101
General Counsel & Cao 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 2011-12-20 50,000 $0.01 283,000 No 4 A Direct
Class B Common Stock Acquisiton 2011-12-20 4,000 $0.00 287,000 No 4 M Direct
Class B Common Stock Disposition 2011-12-21 3,306 $6.08 283,694 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A 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 Employee Stock Option (right to buy) Acquisiton 2011-12-20 25,000 $0.00 25,000 $6.35
Class B Common Stock Employee Stock Option (right to buy) Acquisiton 2011-12-20 45,000 $0.00 45,000 $6.35
Class B Common Stock Restricted Stock Units Acquisiton 2011-12-20 15,000 $0.00 15,000 $0.00
Class B Common Stock Restricted Stock Units Disposition 2011-12-20 4,000 $0.00 4,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
25,000 2021-12-20 No 4 A Direct
45,000 2021-12-20 No 4 A Direct
15,000 No 4 A Direct
11,000 No 4 M Direct
Footnotes
  1. Restricted stock award effective December 20, 2011 (the "Grant Date"). The restricted stock vests in accordance with the following four year vesting schedule: 25% of the total shares shall vest on each of the first, second, third and fourth annual anniversaries, respectively, of the Grant Date.
  2. Option grant effective December 20, 2011 (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.
  3. 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-one 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 Corporation's Class B Common Stock over such period is equal to or greater than $8.00 (Tranche A), $8.50 (Tranche B) or $9.00 (Tranche C).
  4. Restricted stock unit award effective December 20, 2011 (the "RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Corporation's Class B Common Stock upon satisfaction of the vesting considerations. The restricted stock units have been issued in three separate tranches, representing approximately 32% ("Tranche A"), 33% ("Tranche B") and 35% ("Tranche C"), respectively, of such award. Such restricted stock units shall vest on the later of (a) the twelve month anniversary of the RSU Grant Date (Tranche A), the twenty-one month anniversary of the RSU Grant Date (Tranche B) or the thirty month anniversary of the RSU Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the RSU Grant Date during which the average closing price of the Corporation's Class B Common Stock over such period is equal to or greater than $8.00 (Tranche A), $8.50 (Tranche B) or $9.00 (Tranche C).
  5. One hundred percent (100%) of all options, restricted stock and restricted stock units 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), provided in the case of a performance equity award that the per share value of the Corporation's Class B Common Stock in such Change of Control transaction is equal to or greater than the applicable stock price vesting target, (b) followed by (i) a termination without cause of such reporting person's employment by the Corporation 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 12 month anniversary of the occurrence of the Change of Control.
  6. Restricted stock unit award effective December 20, 2010 (the "2010 RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Corporation's Class B Common Stock upon satisfaction of the vesting considerations. The restricted stock units have been issued in three separate tranches, representing approximately 27% ("Tranche A"), 33% ("Tranche B") and 40% ("Tranche C"), respectively, of such award. Such restricted stock units shall vest on the later of (a) the twelve month anniversary of the 2010 RSU Grant Date (Tranche A), the twenty-one month anniversary of the 2010 RSU Grant Date (Tranche B) or the thirty month anniversary of the 2010 RSU Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the 2010 RSU Grant Date during which the average closing price of the Corporation's Class B Common Stock over such period is equal to or greater than $9.00 (Tranche A), $9.50 (Tranche B) or $10.00 (Tranche C).
  7. The sales were effected to satisfy applicable tax withholding obligations upon the vesting of restricted stock and restricted stock units and were effected pursuant to trading instructions intended to comply with Rule 10b5-1(c) adopted by the reporting person.
  8. This transaction was executed in multiple trades at prices ranging from $6.06 to $6.09. 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.