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*

Brichler Joseph 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)

Controller                                        

(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
04/29/2003

(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

4/29/03

 

M

 

1,125

A

$4.03120

0.00

D

 

Common Stock

4/29/03

 

S

 

1,125

D

$7.2500

0.00

D

 

Common Stock

4/29/03

 

M

 

1,375

A

$4.03000

0.00

D

 

Common Stock

4/29/03

 

S

 

1,375

D

$7.2500

0.00

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

Employee Stock Option (Right to Buy)

$4.0300

4/29/2003

 

M

 

 

1,375

 (1)

1/22/12

Common Stock

1,375

 

 

D

 

Employee Stock Option (Right to Buy)

$4.0312

4/29/2003

 

M

 

 

1,125

 (2)

10/26/10

Common Stock

1,125

 

33,625

D

 

Explanation of Responses:

(1) Issue of option to purchase 19,125 shares in connection with offer to exchange by MarketWatch.com, Inc. pursuant to a schedule TO filed on June 20, 2001 and subsequently amended on July 9, 2001, July 12, 2001 and July 27, 2001. Becomes exercisable with respect to 1/3 of the shares as of each of July 18, 2002, July 18, 2003 and July 18, 2004.
(2) Option to purchase 10,000 shares of common stock granted on October 26, 2000. Becomes exercisable with respect to one third of the shares as of each of October 26, 2001, October 26, 2002 and October 26, 2003.
  By: /s/ JOSEPH A. BRICHLER
             Joseph A. Brichler
**Signature of Reporting Person		 04/29/03
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.
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