MARCHEX INC — Director's Dealing 2019

Dec 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARCHEX INC (MCHX)
CIK: 0001224133
Period of Report: 2019-12-13

Reporting Person: Edenbrook Capital, LLC (10% Owner)
Reporting Person: EDENBROOK LONG ONLY VALUE FUND, LP (10% Owner)
Reporting Person: Brolin Jonathan (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-13	Class B common stock, par $0.01 ('Common Stock')	P	400	$3.55	Acquired	5149084	Indirect
2019-12-16	Common Stock	P	12500	$3.607	Acquired	5161584	Indirect
2019-12-17	Common Stock	P	40900	$3.4573	Acquired	5202484	Indirect
2019-12-17	Common Stock	P	2300	$3.4435	Acquired	5204784	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-16	Put Option (Obligation to buy)	$3.50	S	1290	Disposed	2020-09-18	Common Stock (129000)	Indirect
2019-12-16	Put Option (Obligation to buy)	$3.50	S	210	Disposed	2020-09-18	Common Stock (21000)	Indirect
2019-12-16	Put Option (Obligation to Buy)	$4.00	P	1245	Acquired	2019-12-20	Common Stock (124500)	Indirect
2019-12-16	Put Option (Obligation to buy)	$4.00	P	255	Acquired	2019-12-20	Common Stock (25500)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	948263	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Call Option(Right to Buy)	$4.5	2020-06-19	Common Stock (42500)	425	Indirect
Call Option(Right to Buy)	$4.5	2020-06-19	Common Stock (7500)	75	Indirect
Put Option (Obligation to Buy)	$3.00	2020-06-19	Common Stock (255000)	2550	Indirect
Put Option (Obligation to Buy)	$3.00	2020-06-19	Common Stock (45000)	450	Indirect
Put Option (Obligation to Buy)	$3.50	2020-03-20	Common Stock (255000)	2550	Indirect
Put Option (Obligation to Buy)	$3.50	2020-03-20	Common Stock (45000)	450	Indirect
Put Option (Obligation to buy)	$3.50	2019-12-20	Common Stock (124500)	1245	Indirect
Put Option (Obligation to buy)	$3.50	2019-12-20	Common Stock (25500)	255	Indirect

Footnotes

F1: These securities are held in the account of Edenbrook Long Only Value Fund, LP, a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manger of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.

F2: These securities are held in the account of a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.

F3: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: As previously disclosed, Edenbrook Long Only Value Fund, LP wrote 2,490, 2550 and 2550 put option contracts expiring in December 2019, March 2020 and June 2020, respectively, which provide that Edenbrook Long Only Value Fund, LP will be required to purchase shares of common stock at the stated strike price if the counterparty exercises such put options.

F5: As previously disclosed, a private fund managed by Edenbrook Capital, LLC wrote 510, 450 and 450 put option contracts expiring in December 2019, March 2020 and June 2020, respectively, which provide that the private fund will be required to purchase shares of common stock at the stated strike price if the counterparty exercises such put options.

F6: As previously disclosed, Edenbrook Long Only Value Fund, LP bought 425 call option contracts expiring in June 2020 which provide that Edenbrook Long Only Value Fund, LP will have the right to purchase shares of common stock at the stated strike price.

F7: As previously disclosed, a private fund managed by Edenbrook Capital, LLC bought 75 call option contracts expiring in June 2020 which provide that the private fund will have the right to purchase shares of common stock at the stated price.

F8: Edenbrook Long Only Value Fund, LP wrote 1290 put option contracts expiring in September 2020 which provide that Edenbrook Long Only Value Fund, LP will be required to purchase shares of common stock at the stated strike price.

F9: A private fund managed by Edenbrook Capital, LLC wrote 210 put option contracts expiring in September 2020 which provide that the private fund will be required to purchase shares of common stock at the stated strike price.

F10: Edenbrook Long Only Value Fund, LP and a private fund closed out previously disclosed short put options with expiration dates in December through a buy to cover transaction.