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MARCHEX INC Director's Dealing 2017

Aug 22, 2017

34316_dirs_2017-08-22_446039b1-b860-45e4-aa24-084702ffe8e5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2017-08-21

Reporting Person: HOROWITZ RUSSELL C (Director, Executive Director, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-08-21 Class B Common Stock A 34014 $0.01 Acquired 305418 Direct
2017-08-21 Class B Common Stock A 145000 $0.01 Acquired 450418 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-08-21 Non-Qualified Stock Option (right to buy) $2.94 A 95000 Acquired 2027-08-21 Class B Common Stock (95000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class B Common Stock 5000 Indirect

Footnotes

F1: The restricted stock will vest in full on the earlier of August 21, 2018 or the date of the 2018 Annual Meeting of the Stockholders of the Issuer, assuming continued service on the Board for such period and with vesting in full of all such restricted shares upon a Change of Control (as defined in such reporting person's restricted stock agreement).

F2: Restricted stock award effective August 21, 2017 (the "Grant Date") with 100% of such shares vesting on the third annual anniversary of the Grant Date (assuming continued service as Executive Director on the vesting date) with accelerated vesting in full of all such shares in the event of a Change in Control (Issuer's standard double trigger provision) or death or disability (as defined in such reporting person's restricted stock agreement).

F3: Option grant effective on the Grant Date with such options vesting on the third annual anniversary of the Grant Date (assuming continued service as Executive Director on the vesting date) with accelerated vesting in full of all such options in the event of a Change in Control (Issuer's standard double trigger provision) or death or disability (as defined in such reporting person's option agreement).