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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 6.35 | 12/20/2011 | A | 25,000 | (2)(5) | 12/20/2021 | Class B Common Stock | 25,000 | $ 0 | 25,000 | D | ||||
| Employee Stock Option (right to buy) | $ 6.35 | 12/20/2011 | A | 45,000 | (3)(5) | 12/20/2021(3)(5) | Class B Common Stock | 45,000 | $ 0 | 45,000 | D | ||||
| Restricted Stock Units | (4) | 12/20/2011 | A | 15,000 | (4)(5) | (4)(5) | Class B Common Stock | 15,000 | $ 0 | 15,000 | D | ||||
| Restricted Stock Units | (6) | 12/20/2011 | M | 4,000 | (5)(6) | (5)(6) | Class B Common Stock | 4,000 | $ 0 | 11,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Caldwell Ethan A 520 PIKE STREET SUITE 2000 SEATTLE, WA 98101 |
General Counsel & CAO | |||
| Ethan A. Caldwell | 12/22/2011 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Restricted stock award effective December 20, 2011 (the "Grant Date"). The restricted stock vests in accordance with the following four year vesting schedule: 25% of the total shares shall vest on each of the first, second, third and fourth annual anniversaries, respectively, of the Grant Date. |
| (2) | Option grant effective December 20, 2011 (the "Option Grant Date"). 25% of the options will vest on the first annual anniversary of the Option Grant Date. Thereafter, 1/12 of the remaining will vest quarterly thereafter for the following three years. |
| (3) | Option grant effective the Option Grant Date. The options have been issued in three separate tranches, representing approximately 32% ("Tranche A"), 33% ("Tranche B") and 35% ("Tranche C"), respectively, of such award. Such options shall vest on the later of (a) the twelve month anniversary of the Option Grant Date (Tranche A), the twenty-one month anniversary of the Option Grant Date (Tranche B) or the thirty month anniversary of the Option Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the Option Grant Date during which the average closing price of the Corporation's Class B Common Stock over such period is equal to or greater than $8.00 (Tranche A), $8.50 (Tranche B) or $9.00 (Tranche C). |
| (4) | Restricted stock unit award effective December 20, 2011 (the "RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Corporation's Class B Common Stock upon satisfaction of the vesting considerations. The restricted stock units have been issued in three separate tranches, representing approximately 32% ("Tranche A"), 33% ("Tranche B") and 35% ("Tranche C"), respectively, of such award. Such restricted stock units shall vest on the later of (a) the twelve month anniversary of the RSU Grant Date (Tranche A), the twenty-one month anniversary of the RSU Grant Date (Tranche B) or the thirty month anniversary of the RSU Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the RSU Grant Date during which the average closing price of the Corporation's Class B Common Stock over such period is equal to or greater than $8.00 (Tranche A), $8.50 (Tranche B) or $9.00 (Tranche C). |
| (5) | One hundred percent (100%) of all options, restricted stock and restricted stock units not already vested as of the date hereof, shall become immediately vested upon the occurrence of both (a) a Change of Control (as defined in such reporting person's award agreements), provided in the case of a performance equity award that the per share value of the Corporation's Class B Common Stock in such Change of Control transaction is equal to or greater than the applicable stock price vesting target, (b) followed by (i) a termination without cause of such reporting person's employment by the Corporation or any successor thereto, (ii) a Diminution in Duties (as defined in such reporting person's award agreements) with respect to the reporting person, or (iii) the 12 month anniversary of the occurrence of the Change of Control. |
| (6) | Restricted stock unit award effective December 20, 2010 (the "2010 RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Corporation's Class B Common Stock upon satisfaction of the vesting considerations. The restricted stock units have been issued in three separate tranches, representing approximately 27% ("Tranche A"), 33% ("Tranche B") and 40% ("Tranche C"), respectively, of such award. Such restricted stock units shall vest on the later of (a) the twelve month anniversary of the 2010 RSU Grant Date (Tranche A), the twenty-one month anniversary of the 2010 RSU Grant Date (Tranche B) or the thirty month anniversary of the 2010 RSU Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the 2010 RSU Grant Date during which the average closing price of the Corporation's Class B Common Stock over such period is equal to or greater than $9.00 (Tranche A), $9.50 (Tranche B) or $10.00 (Tranche C). |
| (7) | The sales were effected to satisfy applicable tax withholding obligations upon the vesting of restricted stock and restricted stock units and were effected pursuant to trading instructions intended to comply with Rule 10b5-1(c) adopted by the reporting person. |
| (8) | This transaction was executed in multiple trades at prices ranging from $6.06 to $6.09. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Marchex or a stockholder of Marchex full information regarding the number of shares and prices at which the transaction was effected. |