MARCHEX INC — Director's Dealing 2016

Apr 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2016-04-21

Reporting Person: Caldwell Ethan A (General Counsel & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-21	Class B Common Stock	A	120000	$0.01	Acquired	495502	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-21	Employee Stock Option (right to buy)	$4.26	A	130000	Acquired	2026-04-21	Class B Common Stock (130000)	Direct

Footnotes

F1: Restricted stock award effective April 21, 2016 (the "Grant Date"). The restricted stock award vests in accordance with the following four year vesting schedule: 25% of the total shares shall vest on each of the first, second, third and fourth annual anniversaries, respectively, of the Grant Date.

F2: All options and restricted stock are subject to accelerated vesting under certain conditions as set forth in the reporting person's amended and restated employment agreement with the Issuer effective April 21, 2016.

F3: Option grant effective the Grant Date. 25% of the options will vest on the first annual anniversary of the Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years.