MARCHEX INC — Director's Dealing 2015

Sep 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2015-09-15

Reporting Person: Nafus Gary (Chief Revenue Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-15	Class B Common Stock	A	225000	$0.01	Acquired	225000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-15	Employee Stock Option (right to buy)	$4.00	A	275000	Acquired	2025-09-15	Class B Common Stock (275000)	Direct

Footnotes

F1: Restricted stock award effective September 15, 2015 (the "Grant Date"). 25% of the total shares vest on each of the first, second, third and fourth annual anniversaries of the Grant Date (assuming continued service as Chief Revenue Officer on the applicable vesting date).

F2: One hundred percent (100%) of all restricted stock and all options not already vested as of the date thereof, shall become immediately vested upon the occurrence of both (a) a Change in Control (as defined in the Issuer's 2012 Stock Incentive Plan), (b) followed by the earliest to occur of (i) a termination without Cause (as defined in such reporting person's award agreements) 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 in Control.

F3: Option grant effective on the Grant Date. 25% of the aggregate amount of options will vest on the first annual anniversary of the Grant Date. Thereafter, the remainder vests quarterly over the next 3 years in equal increments of 6.25% of the aggregate amount of options (assuming continued service as Chief Revenue Officer on the applicable vesting date).