MARCHEX INC — Director's Dealing 2013

Dec 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2013-12-20

Reporting Person: ARENDS MICHAEL A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-20	Class B Common Stock	A	45000	$0.01	Acquired	738077	Direct
2013-12-20	Class B Common Stock	A	45000	$0.01	Acquired	783077	Direct
2013-12-20	Class B Common Stock	F	87992	$8.94	Disposed	695085	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-20	Employee Stock Option (right to buy)	$8.94	A	45000	Acquired	2023-12-20	Class B Common Stock (45000)	Direct
2013-12-20	Employee Stock Option (right to buy)	$8.94	A	95000	Acquired	2023-12-20	Class B Common Stock (95000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	18100	Indirect
Class B Common Stock	6500	Indirect
Class B Common Stock	10500	Indirect

Footnotes

F1: Restricted stock award effective December 20, 2013 (the "Grant Date"). The restricted stock has been issued in two separate tranches, representing approximately 50% ("Tranche A") and 50% ("Tranche B"), respectively, of such award. Such restricted stock shall vest on the later of (a) the twelve month anniversary of the Grant Date (Tranche A) or the twenty-four month anniversary of the Grant Date (Tranche B), and (b) the last day of the first 20 consecutive trading day period after the 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 $9.00 (Tranche A) or $9.50 (Tranche B).

F2: One hundred percent (100%) of all performance and time based options and restricted stock 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.

F3: Restricted stock award effective the Grant Date. The restricted stock award 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.

F4: Exempt disposition to the Issuer under Rule 16b-3(e) to satisfy tax withholding obligations arising out of the vesting of restricted stock.

F5: Reporting person disclaims beneficial ownership.

F6: Option grant effective the December 20, 2013 (the "Option Grant Date"). The options have been issued in two separate tranches, representing approximately 50% ("Tranche A") and 50% ("Tranche B"), respectively, of such award. Such options shall vest on the later of (a) the twelve month anniversary of the Option Grant Date (Tranche A) or the twenty-four month anniversary of the Option Grant Date (Tranche B), 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 $9.00 (Tranche A) or $9.50 (Tranche B).

F7: Option grant effective 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.