SC 13D/A 1 d7340816_13d-a.htm Licensed to: Seward & Kissel LLP Document created using EDGARfilings PROfile 4.2.0.0 Copyright 1995 - 2016 Summit Financial Printing, LLC. All rights reserved.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
| Marchex, Inc. |
| (Name of Issuer) |
| Class B common stock, par value $0.01 per share |
| (Title of Class of Securities) |
| Jonathan Brolin 2 Depot Plaza Bedford Hills New York 10507 (914) 239-3117 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| November 14, 2016 |
| (Date of Event Which Requires Filing of this Statement) |
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ]. |
| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent. |
| * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 56624R108
| 1. |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Edenbrook Capital, LLC |
- SEC USE ONLY
- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
CUSIP No. 56624R108
| 1. |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Jonathan Brolin |
- SEC USE ONLY
- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
CUSIP No. 56624R108
ITEM 1. Security and Issuer.
This statement on the amendment to Schedule 13D (the "Schedule 13D") relates to the Class B common stock, par value $0.01 (the "Class B Common Stock"), of Marchex, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 520 Pike Street, Suite 2000, Seattle, Washington 98101 .
| Item 2. |
|
| (a)-(c) |
This Schedule 13D is being filed jointly by (i) Edenbrook Capital, LLC ("Edenbrook"), a New York limited liability company, as the investment manager to certain private investment funds, with respect to Class B Common Stock owned by such private investment funds, and (ii) Jonathan Brolin ("Mr. Brolin"), a United States citizen and the principal of Edenbrook with respect to the Class B Common Stock owned by such private investment funds (collectively, the "Reporting Persons"). Mr. Brolin's present principal occupation or employment is acting as a private investor. The principal business address of Mr. Brolin and Edenbrook is 2 Depot Plaza, Bedford Hills, New York 10507. Mr. Brolin is the Managing Member of Edenbrook and, as such, is in the position to determine the investment and voting decisions made by Edenbrook. |
| (d) |
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) |
None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
ITEM 3. Source and Amount of Funds or Other Consideration.
The net investment costs (including commissions, if any) of the Class B Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $ 9,661,844. The Class B Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.
| Item 4. |
| The Reporting Persons hold the securities described in Item 5 of this statement for investment purposes only. |
| No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4. |
ITEM 5. Interest in Securities of the Issuer.
(a)-(c) As of the date hereof, (i) Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of 2,670,444 shares of Class B Common Stock, constituting 7.01% of the shares of Class B Common Stock, based upon 38,102,444 shares of Class B Common Stock outstanding as of November 3, 2016, as set forth in the Quarterly Report on 10-Q for the quarterly period ended September 30, 2016 filed by the Issuer on November 7, 2016 . Edenbrook has the sole power to vote or direct the vote of 0 shares of Class B Common Stock; has the shared power to vote or direct the vote of 2,670,444 shares of Class B Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Class B Common Stock; and has the shared power to dispose or direct the disposition of 2,670,444 shares of Class B Common Stock. Mr. Brolin has the sole power to vote or direct the vote of 0 shares of Class B Common Stock; has the shared power to vote or direct the vote of 2,670,444 shares of Class B Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Class B Common Stock; and has the shared power to dispose or direct the disposition of 2,670,444 shares of Class B Common Stock. The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open market transactions. The Reporting Persons specifically disclaim beneficial ownership in the shares of Class B Common Stock reported herein except to the extent of their pecuniary interest therein.
| Item 6. |
| to Securities of the Issuer. |
The Reporting Persons are short put contracts expiring in 2017. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in Common Stock
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Edenbrook Capital, LLC |
|
| By: |
/s/ Jonathan Brolin |
|
Jonathan Brolin, Managing Member |
| Jonathan Brolin |
| /s/ Jonathan Brolin |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this amendment to Schedule 13D, dated November 14, 2016, relating to the Class B Common Stock, par value $0.01 of Marchex, Inc. shall be filed on behalf of the undersigned.
November 14, 2016
(Date)
| Edenbrook Capital, LLC |
|
| By: |
/s/ Jonathan Brolin |
|
Jonathan Brolin, Managing Member |
| Jonathan Brolin |
| /s/ Jonathan Brolin |
Exhibit B
Schedule of Transactions in Shares by Private Funds Advised by Edenbrook
| Transaction Date |
Title of Class |
|
Price per Share |
| 9/15/2016 |
Class B Common |
110 |
2.7500 |
| 9/16/2016 |
Class B Common |
200 |
2.7500 |
| 9/20/2016 |
Class B Common |
24,411 |
2.7530 |
| 9/20/2016 |
Class B Common |
4,000 |
2.7500 |
| 9/21/2016 |
Class B Common |
4 |
2.7400 |
| 9/28/2016 |
Class B Common |
2,873 |
2.7589 |
| 9/29/2016 |
Class B Common |
2,103 |
2.7490 |
| 9/29/2016 |
Class B Common |
2,000 |
2.7500 |
| 9/30/2016 |
Class B Common |
63 |
2.7300 |
| 10/3/2016 |
Class B Common |
1,776 |
2.7300 |
| 10/4/2016 |
Class B Common |
26,402 |
2.6036 |
| 10/5/2016 |
Class B Common |
905 |
2.5900 |
| 10/6/2016 |
Class B Common |
2,312 |
2.5900 |
| 10/7/2016 |
Class B Common |
2,583 |
2.5776 |
| 10/10/2016 |
Class B Common |
300 |
2.5500 |
| 10/11/2016 |
Class B Common |
1,000 |
2.5770 |
| 10/14/2016 |
Class B Common |
7,488 |
2.5700 |
| 10/14/2016 |
Class B Common |
2,300 |
2.5700 |
| 10/17/2016 |
Class B Common |
104 |
2.5500 |
| 10/19/2016 |
Class B Common |
18,700 |
2.5600 |
| 10/24/2016 |
Class B Common |
1,510 |
2.6000 |
| 10/24/2016 |
Class B Common |
500 |
2.5997 |
| 10/25/2016 |
Class B Common |
7,741 |
2.5478 |
| 10/25/2016 |
Class B Common |
2,500 |
2.5780 |
| 10/25/2016 |
Class B Common |
8,000 |
2.5641 |
| 10/25/2016 |
Class B Common |
3,000 |
2.5800 |
| 10/26/2016 |
Class B Common |
5,003 |
2.5200 |
| 10/26/2016 |
Class B Common |
2,708 |
2.5200 |
| 10/27/2016 |
Class B Common |
2,292 |
2.5087 |
| 10/27/2016 |
Class B Common |
8,637 |
2.5117 |
| 10/28/2016 |
Class B Common |
2,043 |
2.5199 |
| 10/31/2016 |
Class B Common |
3,000 |
2.5397 |
| 11/1/2016 |
Class B Common |
6,100 |
2.4870 |
| 11/1/2016 |
Class B Common |
4,000 |
2.4800 |
| 11/1/2016 |
Class B Common |
3,000 |
2.4776 |
| 11/2/2016 |
Class B Common |
2,000 |
2.5000 |
| 11/8/2016 |
Class B Common |
2,000 |
2.4800 |
| 11/8/2016 |
Class B Common |
4,000 |
2.4800 |
| 11/9/2016 |
Class B Common |
660 |
2.4600 |
| 11/9/2016 |
Class B Common |
1,000 |
2.4600 |
| 11/11/2016 |
Class B Common |
4,500 |
2.7562 |
| 11/14/2016 |
Class B Common |
2,020 |
2.6848 |