MARCHEX INC — Director's Dealing 2014

Apr 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2014-04-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-07	Class B Common Stock	S	5625	$10.0963	Disposed	24875	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-04	Restricted Stock Units	$	M	30000	Acquired		Class B Common Stock (30000)	Direct
2014-04-04	Employee Stock Option (right to buy)	$10.15	A	30000	Acquired	2024-04-04	Class B Common Stock (30000)	Direct

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.

F2: Restricted stock unit award effective April 4, 2014 (the "RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Corporation's Class B Common Stock in accordance with the following four year vesting schedule: 25% of the total restricted stock units shall vest on each of the first, second, third and fourth annual anniversaries, respectively, of the RSU Grant Date.

F3: Fifty percent (50%) of all options and restricted stock units 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.

F4: Option grant effective April 4, 2014 (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.

F5: This transaction was executed in multiple trades at prices ranging from $9.78 to $10.38. 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.