MARCHEX INC — Director's Dealing 2016

Apr 22, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2016-04-18

Reporting Person: Ismail Ziad (Chief Product Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	142433	Direct
Class B Common Stock	30000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.00		Class B Common Stock (37500)		Direct
Restricted Stock Units	$0.00		Class B Common Stock (30000)		Direct
Employee Stock Option (right to buy)	$8.82	2021-10-17	Class B Common Stock (15000)		Direct
Employee Stock Option (right to buy)	$4.04	2023-03-08	Class B Common Stock (80000)		Direct
Employee Stock Option (right to buy)	$10.15	2024-04-04	Class B Common Stock (75000)		Direct
Employee Stock Option (right to buy)	$4.36	2025-04-01	Class B Common Stock (40000)		Direct
Employee Stock Option (right to buy)	$3.83	2023-02-01	Class B Common Stock (15000)		Indirect
Employee Stock Option (right to buy)	$4.20	2023-04-02	Class B Common Stock (6804)		Indirect
Employee Stock Option (right to buy)	$10.15	2024-04-04	Class B Common Stock (10000)		Indirect

Footnotes

F1: Original restricted stock award of 120,000 shares effective March 8, 2013 (the "Restricted Stock Grant Date"), of which 90,000 vested, resulting in 64,258 nonforfeitable shares (net of applicable taxes) being held by the reporting person. The remaining unvested restricted stock award vests on the fourth annual anniversary of the Restricted Stock Grant Date. Fifty percent (50%) of the total restricted stock award not already vested as of the date of a Change in Control (as such term is defined in the restricted stock agreement) will become vested and nonforfeitable upon the occurrence of a Change of Control.

F2: Original restricted stock unit award of 75,000 units effective April 4, 2014 (the "2014 RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock upon satisfaction of the vesting considerations. 37,500 of such original restricted stock units have vested and were surrendered in exchange for 27,031 shares (net of applicable taxes) of the Issuer's Class B Common Stock. The remaining unvested restricted stock unit award vests in accordance with the following two year vesting schedule: 25% of the total units shall vest on each of the third and fourth annual anniversaries, respectively, of the 2014 RSU Grant Date. Fifty percent (50%) of the total restricted stock units not already vested as of the date of a Change in Control (as such term is defined in the restricted stock unit agreement) will become vested upon the occurrence of a Change of Control.

F3: Original restricted stock unit award of 40,000 units effective April 1, 2015 (the "2015 RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock upon satisfaction of the vesting considerations. 10,000 of such original restricted stock units have vested and were surrendered in exchange for 7,181 shares (net of applicable taxes) of the Issuer's Class B Common Stock. The remaining unvested restricted stock unit award vests in accordance with the following three year vesting schedule: 25% of the total units shall vest on each of the second, third and fourth annual anniversaries, respectively, of the 2015 RSU Grant Date. Fifty percent (50%) of the total restricted stock units not already vested as of the date of a Change in Control (as such term is defined in the restricted stock unit agreement) will become vested upon the occurrence of a Change of Control.

F4: Immediate exercisability.

F5: Option grant effective March 8, 2013 ("2013 Option Grant Date"). 25% of the options will vest on the first annual anniversary of the 2013 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years. Fifty percent (50%) of the total options not already vested as of the date of a Change in Control (as such term is defined in the stock option agreement) will become vested upon the occurrence of a Change of Control.

F6: Option grant effective April 4, 2014 ("2014 Option Grant Date"). 25% of the options will vest on the first annual anniversary of the 2014 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years. Fifty percent (50%) of the total options not already vested as of the date of a Change in Control (as such term is defined in the stock option agreement) will become vested upon the occurrence of a Change of Control.

F7: Option grant effective April 1, 2015 ("2015 Option Grant Date"). 25% of the options will vest on the first annual anniversary of the 2015 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years. Fifty percent (50%) of the total options not already vested as of the date of a Change in Control (as such term is defined in the stock option agreement) will become vested upon the occurrence of a Change of Control.

F8: Option grant effective February 1, 2013 ("Feb 2013 Option Grant Date"). 25% of the options will vest on the first annual anniversary of the Feb 2013 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years.

F9: Option grant effective April 2, 2013 ("Apr 2013 Option Grant Date"). 25% of the options will vest on the first annual anniversary of the Apr 2013 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years.

F10: Option grant effective the 2014 Option Grant Date. 25% of the options will vest on the first annual anniversary of the 2014 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years.