SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Ismail Ziad (Last) (First) (Middle) 520 PIKE STREET SUITE 2000 (Street) SEATTLE WA 98101 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/18/2016	3. Issuer Name and Ticker or Trading Symbol MARCHEX INC [ MCHX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Product Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	142,433	D
Class B Common Stock	30,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	(2)	Class B Common Stock	37,500	$0.00	D
Restricted Stock Units	(3)	(3)	Class B Common Stock	30,000	$0.00	D
Employee Stock Option (right to buy)	(4)	10/17/2021	Class B Common Stock	15,000	$8.82	D
Employee Stock Option (right to buy)	(5)	03/08/2023	Class B Common Stock	80,000	$4.04	D
Employee Stock Option (right to buy)	(6)	04/04/2024	Class B Common Stock	75,000	$10.15	D
Employee Stock Option (right to buy)	(7)	04/01/2025	Class B Common Stock	40,000	$4.36	D
Employee Stock Option (right to buy)	(8)	02/01/2023	Class B Common Stock	15,000	$3.83	I	By spouse
Employee Stock Option (right to buy)	(9)	04/02/2023	Class B Common Stock	6,804	$4.2	I	By spouse
Employee Stock Option (right to buy)	(10)	04/04/2024	Class B Common Stock	10,000	$10.15	I	By spouse

Explanation of Responses:

1. Original restricted stock award of 120,000 shares effective March 8, 2013 (the "Restricted Stock Grant Date"), of which 90,000 vested, resulting in 64,258 nonforfeitable shares (net of applicable taxes) being held by the reporting person. The remaining unvested restricted stock award vests on the fourth annual anniversary of the Restricted Stock Grant Date. Fifty percent (50%) of the total restricted stock award not already vested as of the date of a Change in Control (as such term is defined in the restricted stock agreement) will become vested and nonforfeitable upon the occurrence of a Change of Control.

2. Original restricted stock unit award of 75,000 units effective April 4, 2014 (the "2014 RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock upon satisfaction of the vesting considerations. 37,500 of such original restricted stock units have vested and were surrendered in exchange for 27,031 shares (net of applicable taxes) of the Issuer's Class B Common Stock. The remaining unvested restricted stock unit award vests in accordance with the following two year vesting schedule: 25% of the total units shall vest on each of the third and fourth annual anniversaries, respectively, of the 2014 RSU Grant Date. Fifty percent (50%) of the total restricted stock units not already vested as of the date of a Change in Control (as such term is defined in the restricted stock unit agreement) will become vested upon the occurrence of a Change of Control.

3. Original restricted stock unit award of 40,000 units effective April 1, 2015 (the "2015 RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock upon satisfaction of the vesting considerations. 10,000 of such original restricted stock units have vested and were surrendered in exchange for 7,181 shares (net of applicable taxes) of the Issuer's Class B Common Stock. The remaining unvested restricted stock unit award vests in accordance with the following three year vesting schedule: 25% of the total units shall vest on each of the second, third and fourth annual anniversaries, respectively, of the 2015 RSU Grant Date. Fifty percent (50%) of the total restricted stock units not already vested as of the date of a Change in Control (as such term is defined in the restricted stock unit agreement) will become vested upon the occurrence of a Change of Control.

4. Immediate exercisability.

5. Option grant effective March 8, 2013 ("2013 Option Grant Date"). 25% of the options will vest on the first annual anniversary of the 2013 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years. Fifty percent (50%) of the total options not already vested as of the date of a Change in Control (as such term is defined in the stock option agreement) will become vested upon the occurrence of a Change of Control.

6. Option grant effective April 4, 2014 ("2014 Option Grant Date"). 25% of the options will vest on the first annual anniversary of the 2014 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years. Fifty percent (50%) of the total options not already vested as of the date of a Change in Control (as such term is defined in the stock option agreement) will become vested upon the occurrence of a Change of Control.

7. Option grant effective April 1, 2015 ("2015 Option Grant Date"). 25% of the options will vest on the first annual anniversary of the 2015 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years. Fifty percent (50%) of the total options not already vested as of the date of a Change in Control (as such term is defined in the stock option agreement) will become vested upon the occurrence of a Change of Control.

8. Option grant effective February 1, 2013 ("Feb 2013 Option Grant Date"). 25% of the options will vest on the first annual anniversary of the Feb 2013 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years.

9. Option grant effective April 2, 2013 ("Apr 2013 Option Grant Date"). 25% of the options will vest on the first annual anniversary of the Apr 2013 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years.

10. Option grant effective the 2014 Option Grant Date. 25% of the options will vest on the first annual anniversary of the 2014 Option Grant Date. Thereafter, 1/12 of the remaining options will vest quarterly for the following three years.

Remarks:

	Ethan Caldwell, Attorney-in-Fact For: Ziad Ismail	04/22/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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