Sec Form 3 Filing - Feeney Francis J @ MARCHEX INC - 2025-09-15

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Feeney Francis J
2. Issuer Name and Ticker or Trading Symbol
MARCHEX INC [ MCHX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
1200 5TH AVE, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2025
(Street)
SEATTLE, WA98101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. 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. 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 197,428 D
Class B Common Stock 40,000 ( 1 ) D
Class B Common Stock 40,000 ( 2 ) D
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
Employee Stock Option (right to buy) $ 2.82 10/01/2022 10/01/2028 Class B Common Stock 125,000 D
Employee Stock Option (right to buy) $ 5.05 04/17/2023 04/17/2029 Class B Common Stock 13,000 D
Employee Stock Option (right to buy) $ 2.02 01/04/2025 01/04/2031 Class B Common Stock 30,000 D
Employee Stock Option (right to buy) $ 2.56 ( 3 ) 01/03/2032 Class B Common Stock 40,000 D
Employee Stock Option (right to buy) $ 1.72 ( 4 ) 01/03/2033 Class B Common Stock 40,000 D
Employee Stock Option (right to buy) $ 1.45 ( 5 ) 09/28/2033 Class B Common Stock 300,000 D
Employee Stock Option (right to buy) $ 1.58 ( 6 ) 07/26/2034 Class B Common Stock 200,000 D
Employee Stock Option (right to buy) $ 1.58 ( 7 ) 07/26/2034 Class B Common Stock 100,000 D
Restricted Stock Units $ 0 ( 8 ) ( 8 ) Class B Common Stock 62,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Feeney Francis J
1200 5TH AVE
SUITE 1300
SEATTLE, WA98101
Chief Operating Officer
Signatures
/s/ Francis J Feeney 09/24/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock award effective on the Grant Date, which was January 3, 2022, with 25% of such shares vesting on the first, second, third, and fourth annual anniversary of the Grant Date, subject to Feeney remaining a continuous and full-time active employee.
( 2 )Restricted stock award effective on the Grant Date, which was January 3, 2023, with 25% of such shares vesting on the first, second, third, and fourth annual anniversary of the Grant Date, subject to Feeney remaining a continuous and full-time active employee.
( 3 )Stock option award effective on the Grant Date, which was January 3, 2022, 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 Feeney remaining a continuous and full-time active employee.
( 4 )Stock option award effective on the Grant Date, which was January 3, 2023, 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 Feeney remaining a continuous and full-time active employee.
( 5 )Stock option award effective on the Grant Date, which was September 28, 2023, 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 Feeney remaining a continuous and full-time active employee.
( 6 )Stock option award effective on the Grant Date, which was July 26, 2024, 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 Feeney remaining a continuous and full-time active employee.
( 7 )Stock option award effective on the Grant Date, which was July 26, 2024, with such option shares vesting in full on the fourth annual anniversary of the Grant Date, subject to Feeney remaining a continuous and full-time active employee.
( 8 ) Restricted stock units award effective on the Grant Date, which was March 20, 2025. Each restricted stock unit represents the right to receive one share of the Company's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date, subject to Feeney remaining a continuous and full-time active employee.

Remarks:
Exhibit List: Exhibit 24 (Power of Attorney)

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