UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)1
RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)1
Marchex, Inc.
(Name of issuer)
Series B common stock, par value $.01
(Title of class of securities)
56624R108
(CUSIP number)
December 31, 2007
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
(Continued on the following pages)
(Page 1 of 8 Pages)
1The 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 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 |
SCHEDULE 13G | Page | 2 |
of | 8 Pages |
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS PAR Investment Partners, L.P. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| State of Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 3,284,099 Series B common stock, par value $.01 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | None | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 3,284,099 Series B common stock, par value $.01 | ||||
| WITH | 8 | SHARED DISPOSITIVE POWER | |||
| None | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,284,099 Series B common stock, par value $.01 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
| 10.70%Series B common stock, par value $.01 | |||||
| 12 | TYPE OF REPORTING PERSON * | ||||
| PN | |||||
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. |
56624R108 |
SCHEDULE 13G | Page | 3 |
of | 8 Pages |
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS PAR Group, L.P. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| State of Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 3,284,099 Series B common stock, par value $.01 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | None | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 3,284,099 Series B common stock, par value $.01 | ||||
| WITH | 8 | SHARED DISPOSITIVE POWER | |||
| None | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,284,099 Series B common stock, par value $.01 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
| 10.70%Series B common stock, par value $.01 | |||||
| 12 | TYPE OF REPORTING PERSON * | ||||
| PN | |||||
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. |
56624R108 |
SCHEDULE 13G | Page | 4 |
of | 8 Pages |
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS PAR Capital Management, Inc. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| State of Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 3,284,099 Series B common stock, par value $.01 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | None | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 3,284,099 Series B common stock, par value $.01 | ||||
| WITH | 8 | SHARED DISPOSITIVE POWER | |||
| None | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,284,099 Series B common stock, par value $.01 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
| 10.70%Series B common stock, par value $.01 | |||||
| 12 | TYPE OF REPORTING PERSON * | ||||
| CO | |||||
* SEE INSTRUCTIONS BEFORE FILLING OUT!
STATEMENT ON SCHEDULE 13G
Item 1(a). |
Name of Issuer: | |
| MARCHEX, INC. | ||
Item 1(b). |
Address of Issuer's Principal Executive Offices: | |
| 413 Pine Street, Suite 500 | ||
| Seattle, WA 98101 | ||
Item 2(a). |
Names of Person Filing: | |
| PAR Investment Partners, L.P. | ||
| PAR Group, L.P. | ||
| PAR Capital Management, Inc. | ||
Item 2(b). |
Business Mailing Address for the Person Filing: | |
| PAR Capital Management, Inc. | ||
| One International Place, Suite 2401 | ||
| Boston, MA 02110 | ||
Item 2(c). |
Citizenship: | |
| State of Delaware | ||
Item 2(d). |
Title of Class of Securities: | |
| Series B common stock, par value $.01 | ||
Item 2(e). |
CUSIP Number: | |
| 56624R108 | ||
| Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: | ||
| Not Applicable | ||
| Item 4. Ownership: | ||
| (a) Amount Beneficially Owned: |
||
| 3,284,099 Series B common stock, par value $.01 | ||
| (b) Percent of Class: | ||
| 10.70% Series B common stock, par value $.01 | ||
| (c) Number of shares as to which such person has: | ||
| (i) | 3,284,099 Series B common stock, par value $.01 | |||
| (ii) | shared power to vote or to direct the vote: |
Page 6 of 8
| (iii) | sole power to dispose or to direct the disposition of: | |||
| 3,284,099 Series B common stock, par value $.01 | ||||
| (iv) | shared power to dispose or to direct the disposition of: |
| Item 5. Ownership of Five Percent or Less of a Class: | ||
| Not Applicable | ||
| Item 6. Ownership of More than Five Percent on Behalf of Another Person: | ||
| Not Applicable | ||
| Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: | ||
| Not Applicable | ||
| Item 8. Identification and Classification of Members of the Group: | ||
| Not Applicable | ||
| Item 9. Notice of Dissolution of Group: | ||
| Not Applicable | ||
Item 10.
|
Certification: | |
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 7 of 8
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.
Dated: February 14, 2008
| PAR INVESTMENT PARTNERS, L.P. | ||||
| By: | PAR GROUP, L.P. | |||
| its general partner | ||||
| By: | PAR CAPITAL MANAGEMENT, INC. | |||
| its general partner | ||||
| By: | /s/ Gina DiMento | |||
| Gina DiMento, Vice President | ||||
| PAR GROUP, L.P. | ||||
| By: | PAR CAPITAL MANAGEMENT, INC., | |||
| its general partner | ||||
| By: | /s/ Gina DiMento | |||
| Gina DiMento, Vice President | ||||
| PAR CAPITAL MANAGEMENT, INC. | ||||
| By: | /s/ Gina DiMento | |||
| Gina DiMento, Vice President | ||||
Page 8 of 8
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the Series B common stock, par value $.01 of
MARCHEX, INC and further agree that this agreement be included as an exhibit to such filing. Each
party to the agreement expressly authorizes each other party to file on its behalf any and all
amendments to such statement. Each party to this agreement agrees that this joint filing agreement
may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf
this 14th day of February, 2008.
| PAR INVESTMENT PARTNERS, L.P. | ||||
| By: | PAR GROUP, L.P. | |||
| its general partner | ||||
| By: | PAR CAPITAL MANAGEMENT, INC. | |||
| its general partner | ||||
| By: | /s/ Gina DiMento | |||
| Gina DiMento, Vice President | ||||
| PAR GROUP, L.P. | ||||
| By: | PAR CAPITAL MANAGEMENT, INC., | |||
| its general partner | ||||
| By: | /s/ Gina DiMento | |||
| Gina DiMento, Vice President | ||||
| PAR CAPITAL MANAGEMENT, INC. | ||||
| By: | /s/ Gina DiMento | |||
| Gina DiMento, Vice President | ||||
Page 9 of 8