SEC Form 4 · accession 0001209191-15-070758
MARCHEX INC · MCHX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary Nafus
Officer — Chief Revenue Officer
Period of report
Sep 15, 2015
Accepted (ET)
Sep 15, 2015 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001224133
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock | Sep 15, 2015 | A | 225,000 | $0.01 | A | 225,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2,F3 | $4.00 | Sep 15, 2015 | A | 275,000 | A | — | Sep 15, 2025 | Class B Common Stock | 275,000 | 275,000 | D |
Explanation of responses
- F1Restricted 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).
- F2One 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.
- F3Option 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).