MARCHEX INC — Director's Dealing 2013

Mar 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2013-03-08

Reporting Person: ARENDS MICHAEL A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Class B Common Stock	A	180000	$0.01	Acquired	686504	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 March 8, 2013 (the "Grant Date"). The restricted stock award vests in accordance with the following four year vesting schedule: 25% of the total number of restricted shares shall vest on December 20, 2013 and on each of the first, second, and third annual anniversaries thereof, and with accelerated vesting upon certain events.

F2: 100% of the total number of restricted shares shall vest immediately upon (a) the last day of the first 20 consecutive trading day period after the Grant Date during which the average closing price of the Company's Class B common stock over such period is equal to or greater than $6.00, (b) 2013 or 2014 operating income before amortization ("OIBA") is equal to 110% of the Company's financial plan for the 2013 or 2014 period, as applicable, and each as approved by the Board (a "Board Financial Plan") and as adjusted for acquisitions, stock splits and divestitures, or (c) the consummation of the Company's previously announced spin-off transaction or the sale or disposition of Archeo, Inc.; provided that however with respect to (i) if any of these triggers are met prior to December 20, 2013, then acceleration would occur on December 20, 2013, and if any of such triggers are met after such date, then acceleration would occur on the later of the date such trigger was met or May 11, 2014.

F3: 75% of the total number of restricted shares shall vest immediately upon (a) the last day of the first 20 consecutive trading day period after the Grant Date during which the average closing price of the Company's Class B common stock over such period is equal to or greater than $5.25, or (b) 2013 or 2014 OIBA is equal to 105% of the Board Financial Plan for the 2013 or 2014 period as adjusted for acquisitions, stock splits and divestitures; provided that however with respect to (ii) if any of these triggers are met prior to December 20, 2013, then such acceleration would occur on December 20, 2013, and if any of such triggers are met after such date, then the acceleration would occur on the later of the date such trigger was met or May 11, 2014.

F4: 50% of the total number of restricted shares shall vest immediately upon (a) the last day of the first 20 consecutive trading day period after the Grant Date during which the average closing price of the Company's Class B common stock over such period is equal to or greater than $4.50, or (b) 2013 or 2014 OIBA is equal to 100% of the Board Financial Plan for the 2013 or 2014 period as adjusted for acquisitions, stock splits and divestitures; provided that however with respect to (iii) if any of these triggers are met prior to December 20, 2013, then such acceleration would occur on December 20, 2013, and if any of such triggers are met after such date, then the acceleration would occur on the later of the date such trigger was met or May 11, 2014.

F5: 100% of all 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 agreement), (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 agreement) with respect to the reporting person, or (iii) the twelve month anniversary of the occurrence of the Change of Control.

F6: Reporting person disclaims beneficial ownership.