UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
| Marchex, Inc. |
| (Name of Issuer) |
| Class B common stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 56624R108 |
| (CUSIP Number) |
|
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 6, 2017 |
| (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.
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| *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. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Edenbrook Capital, LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [_] | ||
| 3. | SEC USE ONLY
|
|
| 4. | SOURCE OF FUNDS
|
|
AF
|
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
| |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
| New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER
|
|
| 0 |
| 8. | SHARED VOTING POWER
|
|
| 4,120,129 |
| 9. | SOLE DISPOSITIVE POWER
| |
| 0 | ||
| 10. | SHARES DISPOSITIVE POWER
|
|
| 4,120,129 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
PERSON
|
||
4,120,129 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
CERTAIN SHARES*
|
[_] | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
| 10.7% |
| 14. | TYPE OF REPORTING PERSON
|
|
IA, OO
|
||
CUSIP No. |
56624R108 |
| 1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Edenbrook Long Only Value Fund, LP |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [_] | ||
| 3. | SEC USE ONLY
|
|
| 4. | SOURCE OF FUNDS
|
|
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
| |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER
|
|
| 0 |
| 8. | SHARED VOTING POWER
|
|
| 3,229,430 |
| 9. | SOLE DISPOSITIVE POWER
| |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER
|
[_] | |
3,229,430 |
|||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
PERSON
|
||
| 3,229,430 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
CERTAIN SHARES*
|
||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
| 8.4% |
| 14. | TYPE OF REPORTING PERSON
|
|
PN
|
||
CUSIP No. |
56624R108 |
| 1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
| Jonathan Brolin |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [_] | ||
| 3. | SEC USE ONLY
|
|
| 4. | SOURCE OF FUNDS
|
|
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
| |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
| United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER
|
|
| 0 |
| 8. | SHARED VOTING POWER
|
|
| 4,120,129 |
| 9. | SOLE DISPOSITIVE POWER
| |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER
|
|
| 4,120,129 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
PERSON
|
||
4,120,129
|
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
CERTAIN SHARES*
|
[_] | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
| 10.7% |
| 14. | TYPE OF REPORTING PERSON
|
|
IN
|
||
| 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. | Identity and Background.
| |
| (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, (ii) Edenbrook Long Only Value Fund, LP (the “Fund”), a Delaware limited partnership, with respect to Common Stock owned by such private investment fund and (iii) 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 $13,869,806. The Class B Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook. |
| Item 4. | Purpose of Transaction. |
No material changes have been made to the Reporting Person’s Item 4 disclosure in the 13D/A previously filed on February 9, 2017 (Amendment No. 3).
| 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 4,120,129 shares of Class B Common Stock, constituting 10.7% of the shares of Class B Common Stock, based upon 38,613,134 shares of Class B Common Stock outstanding as of November 3, 2017, as set forth in the Quarterly Report on 10-Q for the quarterly period ended September 30, 2017 filed by the Issuer on November 6, 2017 and (ii) the Fund may be deemed to be the beneficial owner of 3,229,430 shares of Class B Common Stock, constituting 8.4% of the shares of Class B Common Stock, based upon 38,613,134 shares of Class B Common Stock outstanding as of November 3, 2017, as set forth in the Quarterly Report on 10-Q for the quarterly period ended September 30, 2017 filed by the Issuer on November 6, 2017.
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 4,120,129 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 4,120,129 shares of Class B Common Stock.
The Fund 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 3,229,430 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 3,229,430 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 4,120,129 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 4,120,129 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. | Contracts, Arrangements, Understandings or Relationships with Respect |
| to Securities of the Issuer. |
| This item is not applicable. | |
Item 7. |
Material to be Filed as Exhibits. |
|
Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in Common Stock
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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.
| November 7, 2017 |
| (Date) |
| Edenbrook Capital, LLC | ||
| By: | /s/ Jonathan Brolin | |
Jonathan Brolin, Managing Member
| ||
| Edenbrook Long Only Value Fund, LP | ||
| By: | /s/ Jonathan Brolin | |
| Managing Member of Edenbrook Capital Partners, LLC | ||
| /s/ Jonathan Brolin | ||
| 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 7, 2017, relating to the Class B Common Stock, par value $0.01 of Marchex, Inc. shall be filed on behalf of the undersigned.
| November 7, 2017 |
| (Date) |
| Edenbrook Capital, LLC | ||
| By: | /s/ Jonathan Brolin | |
Jonathan Brolin, Managing Member
| ||
| Edenbrook Long Only Value Fund, LP | ||
| By: | /s/ Jonathan Brolin | |
| Managing Member of Edenbrook Capital Partners, LLC | ||
| /s/ Jonathan Brolin | ||
| Jonathan Brolin | ||
Exhibit B
Schedule of Transactions in Shares by Private Funds Advised by Edenbrook
| TRANSACTION DATE | TITLE OF CLASS | NUMBER OF SHARES PURCHASED | NUMBER OF SHARES SOLD | PRICE PER SHARE |
| 10/23/2017 | Class B Common | 100 | 3.0100 | |
| 10/24/2017 | Class B Common | 11,545 | 3.0600 | |
| 11/1/2017 | Class B Common | 962 | 3.0500 | |
| 11/2/2017 | Class B Common | 366 | 3.0500 | |
| 11/3/2017 | Class B Common | 31,642 | 3.0901 | |
| 11/3/2017 | Class B Common | 300,000 | 3.1000 | |
| 11/3/2017 | Class B Common | 9,469 | 3.0759 | |
| 11/6/2017 | Class B Common | 300,000 | 3.1500 |