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MARCHEX INC Director's Dealing 2019

Aug 12, 2019

34316_dirs_2019-08-12_85685bb4-084e-4439-8463-6ea7ed57fb15.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: 2019-08-09

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
2019-08-09 Class B common stock, par $0.01 ('Common Stock') P 12300 $3.283 Acquired 4702920 Indirect
2019-08-12 Common Stock P 4503 $3.2494 Acquired 4707423 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2019-08-12 Call Option(Right to Buy) $4.5 P 425 Acquired 2020-06-19 Common Stock (42500) Indirect
2019-08-12 Call Option(Right to Buy) $4.5 P 75 Acquired 2020-06-19 Common Stock (7500) Indirect
2019-08-09 Put Option (Obligation to Buy) $3.00 S 2550 Disposed 2020-06-19 Common Stock (255000) Indirect
2019-08-09 Put Option (Obligation to Buy) $3.00 S 450 Disposed 2020-06-19 Common Stock (45000) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 948263 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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 and 2550 put option contracts expiring in December 2019 and March 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 and 450 put option contracts expiring in December 2019 and March 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: Price shown equals per share option premium. Each contract represents 100 shares.

F7: Edenbrook Long Only Value Fund, LP wrote 2,550 put option contracts expiring in June 2020 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.

F8: A private fund managed by Edenbrook Capital, LLC wrote 450 put option contracts expiring in June 2020 which provide that the private fund will be required to purchase shares of common stock at the stated price if the counterparty exercises such put options.

F9: 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.

F10: 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 strike price.