Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JyYkbGfLA+QWWzUsjTNrtKkHerHmH5+3IG6/9o7XH0yNoMYVyH2x8FM0PdZLuOcq LjWVMYvHD5ImPxhrU3DUqw== 0001193125-05-029461.txt : 20050214 0001193125-05-029461.hdr.sgml : 20050214 20050214170604 ACCESSION NUMBER: 0001193125-05-029461 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARCHEX INC CENTRAL INDEX KEY: 0001224133 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 352194038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80520 FILM NUMBER: 05611996 BUSINESS ADDRESS: STREET 1: 413 PINE STREET STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-774-5000 MAIL ADDRESS: STREET 1: 413 PINE STREET STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMPSON RICK CENTRAL INDEX KEY: 0001285161 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MARCHEX INC STREET 2: 413 PINE STREET STE 500 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2063313300 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Marchex, Inc.

(Name of Issuer)

Class B Common Stock

(Title of Class of Securities)

56624R 10 8

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 56624R 10 8		13G


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Rick Thompson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

1,168,333 shares

6 SHARED VOTING POWER

7 SOLE DISPOSITIVE POWER

1,168,333 shares

8 SHARED DISPOSITIVE POWER


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,168,333 shares
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.6%
12		TYPE OF REPORTING PERSON (See Instructions) IN

Item 1

(a).

Name of Issuer:

Marchex, Inc.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

413 Pine Street, Suite 500

Seattle, WA 98101

Item 2

(a).

Name of Person Filing:

Rick Thompson

Item 2

(b).

Address of Principal Business Office or, if none, Residence:

c/o Marchex, Inc.

413 Pine Street, Suite 500

Seattle, WA 98101

Item 2

(c).

Citizenship:

United States

Item 2

(d).

Title of Class of Securities:

Class B Common Stock, par value $0.01 per share.

Item 2

(e).

CUSIP Number:

56624R 10 8

Item 3.

If this Statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

(a)

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).



Item 4.	Ownership

	(a)	Amount beneficially owned: 1,168,333 shares*

	(b)	Percent of class: 8.6%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote 1,168,333 shares

		(ii)	Shared power to vote or to direct the vote 0

		(iii)	Sole power to dispose or to direct the disposition of 1,168,333 shares

		(iv)	Shared power to dispose or to direct the disposition of 0

	* Excludes 30,000 shares of Class B Common Stock held by the Daniel Thompson Trust for the benefit of Daniel Thompson, Mr. Thompson’s son, and 20,000 shares of Class B Common Stock held by the Ellen Thompson Trust for the benefit of Ellen Thompson, Mr. Thompson’s daughter, for which Mr. Thompson disclaims beneficial ownership.

Item 5.	Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not applicable.

Item 8.	Identification and Classification of Members of the Group Not applicable.

Item 9.	Notice of Dissolution of Group Not applicable.

Item 10.	Certification Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2005.

/s/ Rick Thompson

Rick Thompson

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