SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Wisehart Manuel W

(Last) (First) (Middle)
413 PINE STREET, STE 500

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARCHEX INC [ MCHX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 11/17/2008 A 3,700(1) A $0 3,700 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $5.61 11/17/2008 A 40,000 11/17/2009(2) 11/17/2018 Class B Common Stock 40,000 $0 40,000 D
Explanation of Responses:
1. The restricted stock will vest in full on May 9, 2009 assuming continued service on the Board for such period.
2. The option vests over a four year period. Twenty-five percent with vest November 17, 2009 and 1/12th of the remainder will vest in equal increments quarterly thereafter over the following three (3) year period and with accelerated vesting upon certain events as set forth in the stock option agreement.
Remarks:
Exhibit List: Exhibit 24 (Power of Attorney)
By: Ethan Caldwell, Atty-in-Fact For: M. Wayne Wisehart 11/18/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
rrd200040_225555.html
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
Ethan A. Caldwell of Marchex, Inc. (the "Company") and Michelle D. Paterniti of
DLA Piper LLP (US), or either of them signing singly, and with full power of
substitution, the undersigned's true and lawful attorney in fact to:

(1)  prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S.Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make electronic filings with
the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934
or any rule or regulation of the SEC;

(2)  execute for and on behalf of the undersigned, in the undersigned's capacity as
an officer and/or director the Company, Forms 3, 4, and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)  do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and

(4)  take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney in fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney in fact on behalf of the undersigned pursuant
to this power of attorney shall be in such form and shall contain such terms and
conditions as such attorney in fact may approve in such attorney in fact's discretion.

The undersigned hereby grants to each such attorney in fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney in fact, or such attorney in fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and the rights
and powers herein granted.  The undersigned acknowledges that the foregoing attorneys
in fact, in serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

This power of attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings
of and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed
as of this 11th day of October 2008.


		  	/s/M. Wayne Wisehart
			Signature

			M. Wayne Wisehart
			Print Name