0001193125-12-197252.txt : 20120501 0001193125-12-197252.hdr.sgml : 20120501 20120430195353 ACCESSION NUMBER: 0001193125-12-197252 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120501 DATE AS OF CHANGE: 20120430 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YAGEMANN MICHAEL L CENTRAL INDEX KEY: 0001252018 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O VANTAGE POINT VENTURE PARTNERS STREET 2: 444 MADISON AVENUE - 39TH FL CITY: NEW YORK STATE: NY ZIP: 10022 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: 12797461 BUSINESS ADDRESS: STREET 1: 520 PIKE STREET STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-774-5000 MAIL ADDRESS: STREET 1: 520 PIKE STREET STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 SC 13G 1 d343333dsc13g.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, $0.01 par value

(Title of Class of Securities)

 

56624R 10 8

(CUSIP Number)

 

April 23, 2012

(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)

 

  x Rule 13d-1(c)

 

  ¨ 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   13 G   Page 2 of 6 pages

 

  1.   

NAMES OF REPORTING PERSONS.

 

Michael L. Yagemann

  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

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

SOLE VOTING POWER:

 

809,500

   6.   

SHARED VOTING POWER:

 

869,507

   7.   

SOLE DISPOSITIVE POWER:

 

809,500

   8.   

SHARED DISPOSITIVE POWER:

 

869,507

  9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,679,007

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.1%1

12.

 

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1 

Based on 27,606,241 shares of Class B Common Stock of Marchex, Inc. outstanding as of April 2, 2012, as reported by Marchex, Inc. in its proxy statement dated April 9, 2012, filed with the Securities and Exchange Commission on April 9, 2012.

 


CUSIP No. 56624R 10 8   13G   Page 3 of 6 pages

 

Item 1(a). Name of Issuer:

Marchex, Inc. (“Marchex”).

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

520 Pike Street, Suite 2000, Seattle, Washington 98101.

 

Item 2(a). Name of Persons Filing:

Michael L. Yagemann

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

377 Eagle Drive Jupiter, Florida 33477

 

Item 2(c). Citizenship:

United States

 

Item 2(d). Title of Class of Securities:

Class B Common stock, $0.01 par value (the “Class B Common Stock”).

 

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).


CUSIP No. 56624R 10 8   13G   Page 4 of 6 pages

 

  (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 associations 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) ¨     A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

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

 

Item 4. Ownership:

 

  (a) Amount Beneficially Owned:

Mr. Yagemann may be deemed to beneficially own 1,679,007 shares of Class B Common Stock, which includes (i) 750,000 shares of Class B Common Stock held by Greenbridge Fund LP (the “Fund”), whose general partner is Greenbridge Capital, LLC, whose managing member is Mr. Yagemann, (ii) 59,500 shares of Class B Common Stock held by Michael Yagemann Roth IRA, (iii) 825,300 shares of Class B Common Stock held by Yagemann Revocable Trust, of which Mr. Yagemann and his spouse, Marian S. Yagemann, are the grantors, co-trustees and beneficiaries, (iv) 30,000 shares of Class B Common Stock held by Yagemann Family Trust, of which Mr. Yagemann’s spouse is the trustee, and (v) 14,207 shares of Class B Common Stock held by Marian Yagemann Roth IRA.

Mr. Yagemann disclaims beneficial ownership of the shares of Class B Common Stock described in clauses (iv) and (v) above, except to the extent of his pecuniary interest therein. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that Mr. Yagemann is the beneficial owner of such shares.

 

  (b) Percent of Class: See Item 11 of the Cover Page to this Schedule 13G.


CUSIP No. 56624R 10 8   13G   Page 5 of 6 pages

 

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

 

  (i) Sole power to vote or to direct the vote: 809,500

 

  (ii) Shared power to vote or to direct the vote: 869,507

 

  (iii) Sole power to dispose or to direct the disposition of: 809,500

 

  (iv) Shared power to dispose or to direct the disposition of: 869,507

 

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

The partners of the Fund are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the shares of Class B Common Stock held for the account of the Fund, in accordance with their ownership interests in the Fund.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

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. Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


CUSIP No. 56624R 10 8   13G   Page 6 of 6 pages

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: April 30, 2012

 

/S/ MICHAEL L. YAGEMANN
MICHAEL L. YAGEMANN