SEC Form 4 · accession 0001209191-17-040350
MARCHEX INC · MCHX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Arends
Officer — Office of CEO Member & CFO
Period of report
Jun 15, 2017
Accepted (ET)
Jun 16, 2017 · 2:08 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 | Jun 15, 2017 | A | 75,000 | $0.01 | A | 560,754 | 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 | $2.90 | Jun 15, 2017 | A | 115,000 | A | — | Jun 15, 2027 | Class B Common Stock | 115,000 | 115,000 | D |
Explanation of responses
- F1Restricted stock award effective June 15, 2017 (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.