SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Edenbrook Capital, LLC

(Last) (First) (Middle)
2 DEPOT PLAZA
4TH FL

(Street)
BEDFORD HILLS NY 10507

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARCHEX INC [ MCHX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/27/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B common stock, par $0.01 ('Common Stock') 11/27/2019 P 10,119 A $3.9726 5,113,803 I See footnotes(1)(3)
Common Stock 11/29/2019 P 7,300 A $4.0032 5,121,103 I See footnotes(1)(3)
Common Stock 948,263 I See footnotes(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option(Right to Buy) $4.5 08/12/2019 06/19/2020 Common Stock 42,500 425(6) I See Footnote(1)(3)
Call Option(Right to Buy) $4.5 08/12/2019 06/19/2020 Common Stock 7,500 75(7) I See Footnote(2)(3)
Put Option (Obligation to Buy) $3 08/09/2019 06/19/2020 Common Stock 255,000 2,550(4) I See footnote(1)(3)
Put Option (Obligation to Buy) $3 08/09/2019 06/19/2020 Common Stock 45,000 450(5) I See footnote(2)(3)
Put Option (Obligation to Buy) $3.5 08/08/2019 03/20/2020 Common Stock 255,000 2,550(4) I See footnote(1)(3)
Put Option (Obligation to Buy) $3.5 08/08/2019 03/20/2020 Common Stock 45,000 450(5) I See footnote(2)(3)
Put Option (Obligation to buy) $3.5 06/04/2019 12/20/2019 Common Stock 124,500 1,245(4) I See footnote(1)(3)
Put Option (Obligation to Buy) $4 06/04/2019 12/20/2019 Common Stock 124,500 1,245(4) I See footnote(1)(3)
Put Option (Obligation to buy) $3.5 06/04/2019 12/20/2019 Common Stock 25,500 255(5) I See footnote(2)(3)
Put Option (Obligation to buy) $4 06/04/2019 12/20/2019 Common Stock 25,500 255(5) I See footnote(2)(3)
1. Name and Address of Reporting Person*
Edenbrook Capital, LLC

(Last) (First) (Middle)
2 DEPOT PLAZA
4TH FL

(Street)
BEDFORD HILLS NY 10507

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EDENBROOK LONG ONLY VALUE FUND, LP

(Last) (First) (Middle)
2 DEPOT PLAZA
4TH FL

(Street)
BEDFORD HILLS NY 10507

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brolin Jonathan

(Last) (First) (Middle)
2 DEPOT PLAZA, 4TH FLOOR

(Street)
BEDFORD HILLS NY 10507

(City) (State) (Zip)
Explanation of Responses:
1. These securities are held in the account of Edenbrook Long Only Value Fund, LP, a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manger of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.
2. These securities are held in the account of a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.
3. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
4. As previously disclosed, Edenbrook Long Only Value Fund, LP wrote 2,490, 2550 and 2550 put option contracts expiring in December 2019, March 2020 and June 2020, respectively, which provide that Edenbrook Long Only Value Fund, LP will be required to purchase shares of common stock at the stated strike price if the counterparty exercises such put options.
5. As previously disclosed, a private fund managed by Edenbrook Capital, LLC wrote 510, 450 and 450 put option contracts expiring in December 2019, March 2020 and June 2020, respectively, which provide that the private fund will be required to purchase shares of common stock at the stated strike price if the counterparty exercises such put options.
6. As previously disclosed, Edenbrook Long Only Value Fund, LP bought 425 call option contracts expiring in June 2020 which provide that Edenbrook Long Only Value Fund, LP will have the right to purchase shares of common stock at the stated strike price.
7. As previously disclosed, a private fund managed by Edenbrook Capital, LLC bought 75 call option contracts expiring in June 2020 which provide that the private fund will have the right to purchase shares of common stock at the stated price.
Edenbrook Capital, LLC; By: /s/ Jonathan Brolin, Managing Member 11/29/2019
/s/ Jonathan Brolin 11/29/2019
Edenbrook Long Only Value Fund, LP, By: /s/ Jonathan Brolin, Managing Member of Edenbrook Capital Partners, LLC 11/29/2019
** Signature of Reporting Person Date
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