SEC Filing - Marchex

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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

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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^*

HOROWITZ RUSSELL C

(Last)

(First)

(Middle)

520 PIKE STREET

SUITE 2000

(Street)

SEATTLE

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	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
Executive Chairman / Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	12/30/2021		A⁽¹⁾⁽²⁾		47,500	A	$0.01	787,918	D
Class B Common Stock	01/03/2022		A⁽³⁾		51,000	A	$0.01	838,918	D
Class B Common Stock								5,000	I	By IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.57	12/30/2021		A		47,500		⁽²⁾⁽⁴⁾	12/30/2031	Class B Common Stock	47,500	$0.00	47,500	D
Employee Stock Option (right to buy)	$2.56	01/03/2022		A		51,000		⁽⁵⁾	01/03/2032	Class B Common Stock	51,000	$0.00	51,000	D

Explanation of Responses:

1. Restricted stock award effective December 30, 2021 (the "Grant Date").

2. See Exhibit A.

3. Restricted stock award effective January 3, 2022 (the "Second Grant Date") with 25% of such shares vesting on the first, second, third and fourth annual anniversary of the Second Grant Date, subject to double-trigger acceleration upon change of control as set forth in the reporting person's employment agreement with the Issuer.

4. Option grant effective on the Grant Date.

5. Stock option award effective the Second Grant Date, with 25% of such option shares vesting on the first annual anniversary of the Second Grant Date and 1/12 of the remainder vesting in equal increments quarterly thereafter over the following three (3) year period, subject to double-trigger acceleration upon change of control as set forth in the reporting person's employment agreement with the Issuer.

Remarks:

	Russell C. Horowitz	01/03/2022
	** 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.

EXHIBIT A - FOOTNOTE 2
Such options and shares of restricted stock shall vest on the fifth
annual anniversary of the Grant Date with accelerated vesting upon
certain events and subject to continued employment at all such times.
With respect to acceleration, (a) 50% of such options and shares of
restricted stock shall vest upon attainment of specified revenue,
adjusted OIBA or share price targets at the later of eighteen (18) months
or performance attainment (2022 revenue (or trailing 12 months revenue)
exceeding 120% of 2021 level, 2022 adjusted OIBA (or trailing 12 months
adjusted OIBA) exceeding specified multiples of 2021 level, or the Class B
Common Stock share price for twenty (20) consecutive trading days exceeding
150% of the initial 2021 consecutive trading day average), and (b) such
remaining unvested options and shares of restricted stock shall vest upon
attainment of specified revenue, adjusted OIBA or share price targets at
the later of thirty (30) months or performance attainment (trailing twelve (12)
month revenue exceeding 127% of 2021 level, trailing twelve (12) month
adjusted OIBA exceeding specified multiples of 2021 level higher than
the initial performance target above, or the Class B Common Stock share
price for twenty (20) consecutive trading days exceeding 160% of the initial
2021 consecutive trading day average). Such options and shares of restricted
stock shall also be subject to the Corporation's standard form of executive
officer
"Double-Trigger Change in Control Acceleration" of vesting to the extent not
otherwise vested upon such event.