MARCHEX INC — Director's Dealing 2014

Aug 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2014-07-30

Reporting Person: ARENDS MICHAEL A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-30	Class B Common Stock	M	21875	$4.89	Acquired	424136	Direct
2014-07-30	Class B Common Stock	M	27357	$4.89	Acquired	451493	Direct
2014-07-30	Class B Common Stock	M	13046	$4.41	Acquired	464539	Direct
2014-07-30	Class B Common Stock	M	6864	$4.41	Acquired	471403	Direct
2014-07-30	Class B Common Stock	S	69142	$11.2015	Disposed	402261	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-30	Non-Qualified Stock Option (Right to Buy)	$4.89	M	21875	Disposed	2020-05-11	Class B Common Stock (21875)	Direct
2014-07-30	Non-Qualified Stock Option (Right to Buy)	$4.89	M	27357	Disposed	2020-05-11	Class B Common Stock (27357)	Direct
2014-07-30	Non-Qualified Stock Option (Right to Buy)	$4.41	M	13046	Disposed	2022-12-20	Class B Common Stock (13046)	Direct
2014-07-30	Non-Qualified Stock Option (Right to Buy)	$4.41	M	6864	Disposed	2022-12-20	Class B Common Stock (6864)	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: The sales reported on this Form 4 were effected pursuant to a Rule 10(b)5-1 trading plan adopted by the reporting person in 2014 and which such Rule 10(b)5-1 trading plan shall terminate on the earlier of all shares having been sold thereunder or December 31, 2015.

F2: This transaction was executed in multiple trades at prices ranging from $11.20 to $11.21. 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.

F3: Reporting person disclaims beneficial ownership.

F4: Immediate exercisability.

F5: Option grant effective December 20, 2012 (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.

F6: One hundred percent (100%) of all options 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.

F7: 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-four 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 Issuer's Class B Common Stock over such period is equal to or greater than $4.50 (Tranche A), $5.25 (Tranche B) or $6.00 (Tranche C).