SEC Form 4 · accession 0001209191-16-115342
MARCHEX INC · MCHX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Arends
Officer — Chief Financial Officer
Period of report
Apr 21, 2016
Accepted (ET)
Apr 22, 2016 · 4:49 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 | Apr 21, 2016 | A | 120,000 | $0.01 | A | 485,754 | D | |
| Class B Common Stock | holding | — | — | — | 18,100 | I | By IRA | |
| Class B Common Stock | holding | — | — | — | 6,500 | I | By IRA for Diana Arends | |
| Class B Common StockF3 | holding | — | — | — | 10,500 | I | By Trust for Nicole Marie |
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,F4 | $4.26 | Apr 21, 2016 | A | 130,000 | A | — | Apr 21, 2026 | Class B Common Stock | 130,000 | 130,000 | D |
Explanation of responses
- F1Restricted stock award effective April 21, 2016 (the "Grant Date"). The restricted stock award vests in accordance with the following four year vesting schedule: 25% of the total shares shall vest on each of the first, second, third and fourth annual anniversaries, respectively, of the Grant Date.
- F2All options and restricted stock are subject to accelerated vesting under certain conditions as set forth in the reporting person's amended and restated employment agreement with the Issuer effective April 21, 2016.
- F3Reporting person disclaims beneficial ownership.
- F4Option grant effective the Grant Date. 25% of the options will vest on the first annual anniversary of the Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years.