Filing Details
- Accession Number:
- 0001181431-14-028020
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2014-08-01 16:29:45
- Reporting Period:
- 2014-07-30
- Filing Date:
- 2014-08-01
- Accepted Time:
- 2014-08-01 16:29:45
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1224133 | Marchex Inc | MCHX | Services-Business Services, Nec (7389) | 352194038 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1282317 | A Michael Arends | 520 Pike Street Suite 2000 Seattle WA 98101 | Chief Financial Officer | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common Stock | Acquisiton | 2014-07-30 | 21,875 | $4.89 | 424,136 | No | 4 | M | Direct | |
| Class B Common Stock | Acquisiton | 2014-07-30 | 27,357 | $4.89 | 451,493 | No | 4 | M | Direct | |
| Class B Common Stock | Acquisiton | 2014-07-30 | 13,046 | $4.41 | 464,539 | No | 4 | M | Direct | |
| Class B Common Stock | Acquisiton | 2014-07-30 | 6,864 | $4.41 | 471,403 | No | 4 | M | Direct | |
| Class B Common Stock | Disposition | 2014-07-30 | 69,142 | $11.20 | 402,261 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Non-Qualified Stock Option (Right to Buy) | Disposition | 2014-07-30 | 21,875 | $0.00 | 21,875 | $4.89 |
| Class B Common Stock | Non-Qualified Stock Option (Right to Buy) | Disposition | 2014-07-30 | 27,357 | $0.00 | 27,357 | $4.89 |
| Class B Common Stock | Non-Qualified Stock Option (Right to Buy) | Disposition | 2014-07-30 | 13,046 | $0.00 | 13,046 | $4.41 |
| Class B Common Stock | Non-Qualified Stock Option (Right to Buy) | Disposition | 2014-07-30 | 6,864 | $0.00 | 6,864 | $4.41 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 13,125 | 2020-05-11 | No | 4 | M | Direct | |
| 42 | 2020-05-11 | No | 4 | M | Direct | |
| 31,454 | 2022-12-20 | No | 4 | M | Direct | |
| 38,636 | 2022-12-20 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class B Common Stock | 18,100 | Indirect | By IRA |
| Class B Common Stock | 6,500 | Indirect | By IRA for Diana Arends |
| Class B Common Stock | 10,500 | Indirect | By Trust for Nicole Marie |
Footnotes
- The sales reported on this Form 4 were effected pursuant to a Rule 10(b)5-1 trading plan adopted by the reporting person in 2014 and which such Rule 10(b)5-1 trading plan shall terminate on the earlier of all shares having been sold thereunder or December 31, 2015.
- This transaction was executed in multiple trades at prices ranging from $11.20 to $11.21. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Marchex or a stockholder of Marchex full information regarding the number of shares and prices at which the transaction was effected.
- Reporting person disclaims beneficial ownership.
- Immediate exercisability.
- Option grant effective December 20, 2012 (the "Option Grant Date"). 25% of the options will vest on the first annual anniversary of the Option Grant Date. Thereafter, 1/12 of the remaining will vest quarterly thereafter for the following three years.
- One hundred percent (100%) of all options not already vested as of the date hereof, shall become immediately vested upon the occurrence of both (a) a Change of Control (as defined in such reporting person's award agreements), (b) followed by (i) a termination without cause of such reporting person's employment by the Issuer or any successor thereto, (ii) a Diminution in Duties (as defined in such reporting person's award agreements) with respect to the reporting person, or (iii) the twelve month anniversary of the occurrence of the Change of Control.
- Option grant effective the Option Grant Date. The options have been issued in three separate tranches, representing approximately 32% ("Tranche A"), 33% ("Tranche B") and 35% ("Tranche C"), respectively, of such award. Such options shall vest on the later of (a) the twelve month anniversary of the Option Grant Date (Tranche A), the twenty-four month anniversary of the Option Grant Date (Tranche B) or the thirty month anniversary of the Option Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the Option Grant Date during which the average closing price of the Issuer's Class B Common Stock over such period is equal to or greater than $4.50 (Tranche A), $5.25 (Tranche B) or $6.00 (Tranche C).
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