Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Callaway David A.

2. Issuer Name and Ticker or Trading Symbol
MarketWatch.com, Inc. (MKTW)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Vice President, News                              

(Last)      (First)     (Middle)

c/o MarketWatch.com, Inc.
825 Battery Street

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
02/26/03

(Street)

San Francisco, CA 94111

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

02/25/03

 

S

 

600.00

D

$6.000000

2,497

D

 
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 4(b)(v).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:
  By: /s/ DAVID A. CALLAWAY
             David A. Callaway
**Signature of Reporting Person		 02/26/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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 Number.

 

 
POWER OF ATTORNEY







Know all by these presents, that the undersigned hereby constitutes and appoints each of

and signing singly, Larry Kramer, Joe Brichler and Joan Platt, the undersigned's true and

lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity as

an officer and/or director of MarketWatch.com, Inc. (the "Company"), Forms 3,

4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934,

as amended (the "1934 Act"), and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Form 3, 4, or 5,

complete and execute any amendment or amendments thereto, and timely file

such form with the United States Securities and Exchange Commission and any

stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the foregoing

which, in the opinion of such attorney-in-fact, may be of benefit to, in the best

interest of, or legally required by, the undersigned, it being understood that the

documents executed by such attorney-in-fact on behalf of the undersigned

pursuant to this Power of Attorney shall be in such form and shall contain such

terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's

discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority to

do and perform any and every act and thing whatsoever requisite, necessary, or proper to

be done in the exercise of any of the rights and powers herein granted, as fully to all

intents and purposes as the undersigned might or could do if personally present, with full

power of substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do

or cause to be done by virtue of this Power of Attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving

in such capacity at the request of the undersigned, are not assuming, nor is the Company

assuming, any of the undersigned's responsibilities to comply with Section 16 of the

1934 Act.



This Power of Attorney shall remain in full force and effect until the undersigned is no

longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and

transactions in securities issued by the Company, unless earlier revoked by the

undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 26th day of February, 2003.



Signature:  /s/DAVID A. CALLAWAY



Print Name: David A. Callaway