FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Nafus Gary
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 Revenue Officer
(Last)          (First)          (Middle)

520 PIKE STREET, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YYYY)

9/15/2015
(Street)

SEATTLE, WA 98101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class B Common Stock   9/15/2015     A (1) (2)    225000   A $0.01   225000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $4.00   9/15/2015     A      275000         (2) (3) 9/15/2025   Class B Common Stock   275000   $0.00   275000   D    

Explanation of Responses:
( 1)  Restricted stock award effective September 15, 2015 (the "Grant Date"). 25% of the total shares vest on each of the first, second, third and fourth annual anniversaries of the Grant Date (assuming continued service as Chief Revenue Officer on the applicable vesting date).
( 2)  One hundred percent (100%) of all restricted stock and all options not already vested as of the date thereof, shall become immediately vested upon the occurrence of both (a) a Change in Control (as defined in the Issuer's 2012 Stock Incentive Plan), (b) followed by the earliest to occur of (i) a termination without Cause (as defined in such reporting person's award agreements) of such reporting person's employment by the Issuer or any successor thereto, (ii) a Diminution in Duties (as defined in such reporting person's award agreements) with respect to the reporting person, or (iii) the twelve month anniversary of the occurrence of the Change in Control.
( 3)  Option grant effective on the Grant Date. 25% of the aggregate amount of options will vest on the first annual anniversary of the Grant Date. Thereafter, the remainder vests quarterly over the next 3 years in equal increments of 6.25% of the aggregate amount of options (assuming continued service as Chief Revenue Officer on the applicable vesting date).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nafus Gary
520 PIKE STREET
SUITE 2000
SEATTLE, WA 98101


Chief Revenue Officer

Signatures
Ethan Caldwell, Attorney-in-Fact For: Gary Nafus 9/15/2015
** 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 control number.
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