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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| 520 PIKE STREET |
| SUITE 2000 |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
MARCHEX INC
[ MCHX ]
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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)
12/30/2022
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| 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)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Class B Common Stock |
12/30/2022 |
|
A
|
|
72,000 |
A |
$0.01
|
925,918 |
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)
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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)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Employee Stock Option (right to buy) |
$1.6
|
12/30/2022 |
|
A |
|
72,000 |
|
|
12/30/2032 |
Class B Common Stock |
72,000 |
$0.00
|
72,000 |
D |
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| Explanation of Responses: |
|
|
|
| Remarks: |
|
|
Russell C. Horowitz |
12/30/2022 |
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** 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 (2023 revenue (or trailing 12 months revenue)
exceeding 120% of year of grant level, 2023 adjusted OIBA (or trailing 12
months adjusted OIBA) exceeding specified multiples of year of grant level,
or the Class B Common Stock share price for twenty (20) consecutive trading
days exceeding 150% of the year of grant 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 year of grant level, trailing twelve (12) month
adjusted OIBA exceeding specified multiples of year of grant 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 year of
grant
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.
