MARCHEX INC — Director's Dealing 2012

May 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2012-05-08

Reporting Person: KEISTER JOHN (Director, Executive Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-08	Class B Common Stock	A	20000	$0.01	Acquired	403442	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-08	Employee Stock Option (right to buy)	$3.30	A	30000	Acquired	2022-05-08	Class B Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	159373	Indirect
Class B Common Stock	50129	Indirect
Class B Common Stock	6160	Indirect

Footnotes

F1: The restricted stock will vest in full on the earlier of May 8, 2013 or the date of the 2013 Annual Meeting of the Stockholders of the Corporation, assuming continued service on the Board for such period and with vesting in full of all such restricted shares upon a Change of Control (as defined in such reporting person's restricted stock agreement).

F2: Option Grant effective May 8, 2012 (the "Option Grant Date"). Twenty-five percent of the options will vest on the first anniversary of the Option Grant Date. Thereafter, 1/12th of the remaining will vest quarterly thereafter for the following three years.

F3: One hundred percent (100%) of the options not already vested as of the date thereof, shall become immediately vested upon the occurrence of both (a) a Change in Control (as defined in such reporting person's option agreement), (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 option agreement) with respect to him, or (iii) the 12 month anniversary of the occurrence of the Change of Control.