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^*

Miller Edwin A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2023

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)

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)	$2.09	02/03/2023		A		300,000		⁽¹⁾	02/03/2033	Class B Common Stock	300,000	$0.00	300,000	D
Employee Stock Option (right to buy)	$2.09	02/03/2023		A		375,000		⁽²⁾⁽³⁾	02/03/2033	Class B Common Stock	375,000	$0.00	375,000	D

Explanation of Responses:

1. Stock option award effective February 3, 2023 (the "Grant Date"), with 25% of such option shares vesting on the first annual anniversary of the Grant Date and 1/12 of the remainder vesting in equal increments quarterly thereafter over the following three (3) year period, subject to acceleration of vesting in certain events.

2. Stock option grant effective on the Grant Date.

3. See Exhibit A.

Remarks:

	/s/Edwin A. Miller	02/06/2023
	** 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 3
Such options 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 shall vest
upon attainment of specified revenue, adjusted OIBA or share
price targets at the later of twenty-four (24) months or
performance attainment (2023 revenue (or subsequent years
revenue) exceeding 120% of year of grant level, 2023 adjusted
OIBA (or subsequent years adjusted OIBA) exceeding specified
multiples of year of grant level, or following the first year
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 shall vest
upon attainment of specified revenue, adjusted OIBA or share
price targets at the later of thirty-six (36) months or
performance attainment (2023 revenue (or subsequent years)
exceeding 127% of year of grant level, 2023 adjusted OIBA
(or subsequent years) exceeding specified multiples of year
of grant level higher than the initial performance target
above, or following the first year 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 shall also be subject to acceleration of vesting
in certain additional events.