0001209191-23-022753.txt : 20230404 0001209191-23-022753.hdr.sgml : 20230404 20230404164152 ACCESSION NUMBER: 0001209191-23-022753 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230403 FILED AS OF DATE: 20230404 DATE AS OF CHANGE: 20230404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARTLESS TROY CENTRAL INDEX KEY: 0001256567 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50658 FILM NUMBER: 23798541 MAIL ADDRESS: STREET 1: 20357 RIVER BANK STREET CITY: STARLING STATE: VA ZIP: 20165 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: 206-331-3300 MAIL ADDRESS: STREET 1: 520 PIKE STREET STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-04-03 0 0001224133 MARCHEX INC MCHX 0001256567 HARTLESS TROY 1200 5TH AVE SUITE 1300 SEATTLE WA 98101 0 1 0 0 Chief Revenue Officer 0 Employee Stock Option (right to buy) 1.86 2023-04-03 4 A 0 150000 0.00 A 2033-04-03 Class B Common Stock 150000 150000 D Employee Stock Option (right to buy) 1.86 2023-04-03 4 A 0 200000 0.00 A 2033-04-03 Class B Common Stock 200000 200000 D Stock option award effective April 3, 2023 (the "Grant Date"), with 25% of such option shares vesting on the first annual anniversary of the Grant Date and 1/12 of the remainder vesting in equal increments quarterly thereafter over the following three (3) year period, subject to acceleration of vesting in certain events. Stock option grant effective on the Grant Date. See Exhibit A. /s/Troy Hartless 2023-04-04 EX-99.2 2 attachment1.htm EX-99.2 DOCUMENT

EXHIBIT A - FOOTNOTE 3
Such options 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 shall vest
upon attainment of specified revenue, adjusted OIBA or share
price targets at the later of twenty-four (24) months or
performance attainment (2023 revenue (or subsequent years
revenue) exceeding 120% of year of grant level, 2023 adjusted
OIBA (or subsequent years adjusted OIBA) exceeding specified
multiples of year of grant level, or following the first year
the Class B Common Stock share price for twenty (20) consecutive
trading days exceeding 150% of the year of grant trading day
average), and (b) such remaining unvested options shall vest
upon attainment of specified revenue, adjusted OIBA or share
price targets at the later of thirty-six (36) months or
performance attainment (2023 revenue (or subsequent years)
exceeding 127% of year of grant level, 2023 adjusted OIBA
(or subsequent years) exceeding specified multiples of year
of grant level higher than the initial performance target
above, or following the first year the Class B Common Stock
share price for twenty (20) consecutive trading days
exceeding 160% of the year of grant trading day average).
Such options shall also be subject to acceleration of vesting
in certain additional events.