MARCHEX INC — Director's Dealing 2016

Oct 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2016-10-05

Reporting Person: Devereux Anne B (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Class B Common Stock	A	150000	$0.01	Acquired	301846	Direct

Footnotes

F1: Restricted stock award effective October 5, 2016 (the "Grant Date"). The restricted stock award vests in accordance with the following vesting schedule: 25% of the total shares shall vest on each of the Grant Date and the first, second and third annual anniversaries of the Grant Date (assuming continued service as 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 of the reporting person's Service without Cause by the Issuer or any successor thereto (as defined in such reporting person's award agreement), (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.