MARCHEX INC — Director's Dealing 2015

Feb 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2015-02-25

Reporting Person: KOKICH CLARK M (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Class B Common Stock	A	150000	$0.01	Acquired	285325	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	12440	Indirect

Footnotes

F1: Restricted stock award effective February 25, 2015 (the "Grant Date"). 25% of the aggregate amount of restricted stock vests 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 restricted stock (assuming continued service as Executive Chairman on the applicable vesting date).

F2: One hundred percent (100%) of all restricted stock not already vested as of the date thereof, 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.