Sec Form 4 Filing - Edenbrook Capital, LLC @ MARCHEX INC - 2020-01-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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1. Name and Address of Reporting Person
Edenbrook Capital, LLC
2. Issuer Name and Ticker or Trading Symbol
MARCHEX INC [ MCHX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
116 RADIO CIRCLE, SUITE 202
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2020
(Street)
MOUNT KISCO, NY10549
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B common stock ('Common Stock') 01/17/2020 P 4,702 A $ 3.5707 5,299,140 I See footnotes ( 1 ) ( 3 )
Common Stock 01/17/2020 P 51,279 A $ 3.55 5,350,419 I See footnotes ( 1 ) ( 3 )
Common Stock 948,263 I See footnotes ( 2 ) ( 3 )
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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (Obligation to buy) $ 3.5 12/16/2019 09/18/2020 Common Stock 129,000 1,290 ( 8 ) I See footnote ( 1 ) ( 3 )
Put Option (Obligation to buy) $ 3.5 12/16/2019 09/18/2020 Common Stock 21,000 210 ( 9 ) I See footnote ( 2 ) ( 3 )
Call Option(Right to Buy) $ 4.5 08/12/2019 06/19/2020 Common Stock 42,500 425 ( 6 ) I See Footnote ( 1 ) ( 3 )
Call Option(Right to Buy) $ 4.5 08/12/2019 06/19/2020 Common Stock 7,500 75 ( 7 ) I See Footnote ( 2 ) ( 3 )
Put Option (Obligation to Buy) $ 3 08/09/2019 06/19/2020 Common Stock 255,000 2,550 ( 4 ) I See footnote ( 1 ) ( 3 )
Put Option (Obligation to Buy) $ 3 08/09/2019 06/19/2020 Common Stock 45,000 450 ( 5 ) I See footnote ( 2 ) ( 3 )
Put Option (Obligation to Buy) $ 3.5 08/08/2019 03/20/2020 Common Stock 255,000 2,550 ( 4 ) I See footnote ( 1 ) ( 3 )
Put Option (Obligation to Buy) $ 3.5 08/08/2019 03/20/2020 Common Stock 45,000 450 ( 5 ) I See footnote ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Edenbrook Capital, LLC
116 RADIO CIRCLE
SUITE 202
MOUNT KISCO, NY10549
X
EDENBROOK LONG ONLY VALUE FUND, LP
116 RADIO CIRCLE
SUITE 202
MOUNT KISCO, NY10549
X
Brolin Jonathan
116 RADIO CIRCLE
SUITE 202
MOUNT KISCO, NY10549
X
Signatures
Edenbrook Capital, LLC; By: /s/ Jonathan Brolin, Managing Member 01/21/2020
Signature of Reporting Person Date
/s/ Jonathan Brolin 01/21/2020
Signature of Reporting Person Date
Edenbrook Long Only Value Fund, LP, By: /s/ Jonathan Brolin, Managing Member of Edenbrook Capital Partners, LLC 01/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held in the account of Edenbrook Long Only Value Fund, LP, a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manger of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.
( 2 )These securities are held in the account of a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.
( 3 )Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 4 )As previously disclosed, Edenbrook Long Only Value Fund, LP wrote 2550 and 2550 put option contracts expiring in March 2020 and June 2020, respectively, which provide that Edenbrook Long Only Value Fund, LP will be required to purchase shares of common stock at the stated strike price if the counterparty exercises such put options.
( 5 )As previously disclosed, a private fund managed by Edenbrook Capital, LLC wrote 450 and 450 put option contracts expiring in March 2020 and June 2020, respectively, which provide that the private fund will be required to purchase shares of common stock at the stated strike price if the counterparty exercises such put options.
( 6 )As previously disclosed, Edenbrook Long Only Value Fund, LP bought 425 call option contracts expiring in June 2020 which provide that Edenbrook Long Only Value Fund, LP will have the right to purchase shares of common stock at the stated strike price.
( 7 )As previously disclosed, a private fund managed by Edenbrook Capital, LLC bought 75 call option contracts expiring in June 2020 which provide that the private fund will have the right to purchase shares of common stock at the stated price.
( 8 )Edenbrook Long Only Value Fund, LP wrote 1290 put option contracts expiring in September 2020 which provide that Edenbrook Long Only Value Fund, LP will be required to purchase shares of common stock at the stated strike price.
( 9 )A private fund managed by Edenbrook Capital, LLC wrote 210 put option contracts expiring in September 2020 which provide that the private fund will be required to purchase shares of common stock at the stated strike price.

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