MARCHEX INC — Director's Dealing 2014

Jun 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2014-06-20

Reporting Person: HOROWITZ RUSSELL C (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-20	Class B Common Stock	M	9400	—	Acquired	239792	Direct
2014-06-20	Class B Common Stock	F	2571	$11.47	Disposed	237221	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-20	Restricted Stock Units	$	M	9400	Disposed		Class B Common Stock (9400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	5000	Indirect

Footnotes

F1: Restricted stock unit award effective December 20, 2011 (the "RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Corporation's Class B Common Stock upon satisfaction of the vesting considerations. The restricted stock units have been issued in three separate tranches, representing approximately 32% ("Tranche A"), 33% ("Tranche B") and 35% ("Tranche C"), respectively, of such award. Such restricted stock units shall vest on the later of (a) the twelve month anniversary of the RSU Grant Date (Tranche A), the twenty-one month anniversary of the RSU Grant Date (Tranche B) or the thirty month anniversary of the RSU Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the RSU Grant Date during which the average closing price of the Corporation's Class B Common Stock over such period is equal to or greater than $8.00 (Tranche A), $8.50 (Tranche B) or $9.00 (Tranche C).

F2: Exempt disposition to the Issuer under Rule 16b-3(e) to satisfy tax withholding obligations arising out of the vesting of restricted stock units.