0001209191-22-000282.txt : 20220103 0001209191-22-000282.hdr.sgml : 20220103 20220103172728 ACCESSION NUMBER: 0001209191-22-000282 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211230 FILED AS OF DATE: 20220103 DATE AS OF CHANGE: 20220103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARENDS MICHAEL A CENTRAL INDEX KEY: 0001282317 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50658 FILM NUMBER: 22503189 MAIL ADDRESS: STREET 1: NONE CITY: SEATTLE STATE: WA ZIP: 98101 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-12-30 0 0001224133 MARCHEX INC MCHX 0001282317 ARENDS MICHAEL A 520 PIKE STREET SUITE 2000 SEATTLE WA 98101 0 1 0 0 Co-CEO Class B Common Stock 2021-12-30 4 A 0 98000 0.01 A 1132254 D Class B Common Stock 2022-01-03 4 A 0 59000 0.01 A 1191254 D Class B Common Stock 18100 I By IRA Class B Common Stock 6500 I By IRA for Diana Arends Employee Stock Option (right to buy) 2.57 2021-12-30 4 A 0 98000 0.00 A 2031-12-30 Class B Common Stock 98000 98000 D Employee Stock Option (right to buy) 2.56 2022-01-03 4 A 0 59000 0.00 A 2032-01-03 Class B Common Stock 59000 59000 D Restricted stock award effective December 30, 2021 (the "Grant Date"). See Exhibit A. Restricted stock award effective January 3, 2022 (the "Second Grant Date") with 25% of such shares vesting on the first, second, third and fourth annual anniversary of the Second Grant Date, subject to double-trigger acceleration upon change of control as set forth in the reporting person's employment agreement with the Issuer. Option grant effective on the Grant Date. Stock option award effective the Second Grant Date, with 25% of such option shares vesting on the first annual anniversary of the Second Grant Date and 1/12 of the remainder vesting in equal increments quarterly thereafter over the following three (3) year period, subject to double-trigger acceleration upon change of control as set forth in the reporting person's employment agreement with the Issuer. Michael A. Arends 2022-01-03 EX-99.2 2 attachment1.htm EX-99.2 DOCUMENT

EXHIBIT A - FOOTNOTE 2
Such options and shares of restricted stock shall vest on the fifth
annual anniversary of the Grant Date with accelerated vesting upon
certain events and subject to continued employment at all such times.
With respect to acceleration, (a) 50% of such options and shares of
restricted stock shall vest upon attainment of specified revenue,
adjusted OIBA or share price targets at the later of eighteen (18) months
or performance attainment (2022 revenue (or trailing 12 months revenue)
exceeding 120% of 2021 level, 2022 adjusted OIBA (or trailing 12 months
adjusted OIBA) exceeding specified multiples of 2021 level, or the Class B
Common Stock share price for twenty (20) consecutive trading days exceeding
150% of the initial 2021 consecutive trading day average), and (b) such
remaining unvested options and shares of restricted stock shall vest upon
attainment of specified revenue, adjusted OIBA or share price targets at
the later of thirty (30) months or performance attainment (trailing twelve (12)
month revenue exceeding 127% of 2021 level, trailing twelve (12) month
adjusted OIBA exceeding specified multiples of 2021 level higher than
the initial performance target above, or the Class B Common Stock share
price for twenty (20) consecutive trading days exceeding 160% of the initial
2021 consecutive trading day average). Such options and shares of restricted
stock shall also be subject to the Corporation's standard form of executive
officer
"Double-Trigger Change in Control Acceleration" of vesting to the extent not
otherwise vested upon such event.