SEC Form 4 · accession 0001209191-17-049771
MARCHEX INC · MCHX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell C Horowitz
Officer — Executive Director · Director · 10% Owner
Period of report
Aug 21, 2017
Accepted (ET)
Aug 22, 2017 · 9:29 am 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 StockF1 | Aug 21, 2017 | A | 34,014 | $0.01 | A | 305,418 | D | |
| Class B Common StockF2 | Aug 21, 2017 | A | 145,000 | $0.01 | A | 450,418 | D | |
| Class B Common Stock | holding | — | — | — | 5,000 | I | By IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F3 | $2.94 | Aug 21, 2017 | A | 95,000 | A | — | Aug 21, 2027 | Class B Common Stock | 95,000 | 95,000 | D |
Explanation of responses
- F1The restricted stock will vest in full on the earlier of August 21, 2018 or the date of the 2018 Annual Meeting of the Stockholders of the Issuer, assuming continued service on the Board for such period and with vesting in full of all such restricted shares upon a Change of Control (as defined in such reporting person's restricted stock agreement).
- F2Restricted stock award effective August 21, 2017 (the "Grant Date") with 100% of such shares vesting on the third annual anniversary of the Grant Date (assuming continued service as Executive Director on the vesting date) with accelerated vesting in full of all such shares in the event of a Change in Control (Issuer's standard double trigger provision) or death or disability (as defined in such reporting person's restricted stock agreement).
- F3Option grant effective on the Grant Date with such options vesting on the third annual anniversary of the Grant Date (assuming continued service as Executive Director on the vesting date) with accelerated vesting in full of all such options in the event of a Change in Control (Issuer's standard double trigger provision) or death or disability (as defined in such reporting person's option agreement).