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Filing Details

Accession Number:: 0001181431-11-061760
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-12-22 16:40:56
Reporting Period:: 2011-12-20

Filing Date:: 2011-12-22
Accepted Time:: 2011-12-22 16:40:56
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
1282212	A Ethan Caldwell	520 Pike Street Suite 2000 Seattle WA 98101	General Counsel & Cao	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class B Common Stock	Acquisiton	2011-12-20	50,000	$0.01	283,000	No	4	A	Direct
Class B Common Stock	Acquisiton	2011-12-20	4,000	$0.00	287,000	No	4	M	Direct
Class B Common Stock	Disposition	2011-12-21	3,306	$6.08	283,694	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Employee Stock Option (right to buy)	Acquisiton	2011-12-20	25,000	$0.00	25,000	$6.35
Class B Common Stock	Employee Stock Option (right to buy)	Acquisiton	2011-12-20	45,000	$0.00	45,000	$6.35
Class B Common Stock	Restricted Stock Units	Acquisiton	2011-12-20	15,000	$0.00	15,000	$0.00
Class B Common Stock	Restricted Stock Units	Disposition	2011-12-20	4,000	$0.00	4,000	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
25,000	2021-12-20	No	4	A	Direct
45,000	2021-12-20	No	4	A	Direct
15,000		No	4	A	Direct
11,000		No	4	M	Direct

Footnotes

Restricted stock award effective December 20, 2011 (the "Grant Date"). The restricted stock vests in accordance with the following four year vesting schedule: 25% of the total shares shall vest on each of the first, second, third and fourth annual anniversaries, respectively, of the Grant Date.
Option grant effective December 20, 2011 (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.
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-one 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 Corporation's Class B Common Stock over such period is equal to or greater than $8.00 (Tranche A), $8.50 (Tranche B) or $9.00 (Tranche C).
Restricted stock unit award effective December 20, 2011 (the "RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Corporation's Class B Common Stock upon satisfaction of the vesting considerations. The restricted stock units have been issued in three separate tranches, representing approximately 32% ("Tranche A"), 33% ("Tranche B") and 35% ("Tranche C"), respectively, of such award. Such restricted stock units shall vest on the later of (a) the twelve month anniversary of the RSU Grant Date (Tranche A), the twenty-one month anniversary of the RSU Grant Date (Tranche B) or the thirty month anniversary of the RSU Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the RSU Grant Date during which the average closing price of the Corporation's Class B Common Stock over such period is equal to or greater than $8.00 (Tranche A), $8.50 (Tranche B) or $9.00 (Tranche C).
One hundred percent (100%) of all options, restricted stock and restricted stock units 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), provided in the case of a performance equity award that the per share value of the Corporation's Class B Common Stock in such Change of Control transaction is equal to or greater than the applicable stock price vesting target, (b) followed by (i) a termination without cause of such reporting person's employment by the Corporation 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 12 month anniversary of the occurrence of the Change of Control.
Restricted stock unit award effective December 20, 2010 (the "2010 RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Corporation's Class B Common Stock upon satisfaction of the vesting considerations. The restricted stock units have been issued in three separate tranches, representing approximately 27% ("Tranche A"), 33% ("Tranche B") and 40% ("Tranche C"), respectively, of such award. Such restricted stock units shall vest on the later of (a) the twelve month anniversary of the 2010 RSU Grant Date (Tranche A), the twenty-one month anniversary of the 2010 RSU Grant Date (Tranche B) or the thirty month anniversary of the 2010 RSU Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the 2010 RSU Grant Date during which the average closing price of the Corporation's Class B Common Stock over such period is equal to or greater than $9.00 (Tranche A), $9.50 (Tranche B) or $10.00 (Tranche C).
The sales were effected to satisfy applicable tax withholding obligations upon the vesting of restricted stock and restricted stock units and were effected pursuant to trading instructions intended to comply with Rule 10b5-1(c) adopted by the reporting person.
This transaction was executed in multiple trades at prices ranging from $6.06 to $6.09. 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.