MARCHEX INC — Director's Dealing 2013

Apr 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2013-04-02

Reporting Person: Miller Michael (Sr. VP Acctg & Corp Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-02	Class B Common Stock	A	22500	$0.01	Disposed	36625	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-02	Employee Stock Option (right to buy)	$4.20	A	22500	Disposed	2023-04-02	Class B Common Stock (22500)	Direct

Footnotes

F1: Restricted stock award effective April 2, 2013 (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.

F2: Fifty percent (50%) of all options and restricted stock not already vested as of the date of a Change of Control (as defined in such reporting person's award agreements) shall become immediately vested upon such Change of Control.

F3: Option grant effective April 2, 2013 (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.