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MARCHEX INC — Director's Dealing 2019
Dec 4, 2019
34316_dirs_2019-12-04_418c3a49-fa8f-4dea-a60d-ee76c4a2c912.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: 2019-12-02
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 |
|---|---|---|---|---|---|---|---|
| 2019-12-02 | Class B common stock, par $0.01 ('Common Stock') | P | 12581 | $3.9681 | Acquired | 5133684 | 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) | $4.00 | 2019-12-20 | Common Stock (124500) | 1245 | Indirect |
| Put Option (Obligation to buy) | $3.50 | 2019-12-20 | Common Stock (25500) | 255 | Indirect |
| Put Option (Obligation to buy) | $4.00 | 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.