MARCHEX INC·4

May 10, 5:25 PM ET

KEISTER JOHN 4

4 · MARCHEX INC · Filed May 10, 2011

Insider Transaction Report

Form 4
Period: 2011-05-06
KEISTER JOHN
DirectorPresident
Transactions
  • Award

    Class B Common Stock

    2011-05-06$0.01/sh15,000$150420,454 total
  • Award

    Employee Stock Option (right to buy)

    2011-05-1030,00030,000 total
    Exercise: $8.02Exp: 2021-05-10Class B Common Stock (30,000 underlying)
Holdings
  • Class B Common Stock

    (indirect: By JK 2010 GRAT)
    200,000
  • Class B Common Stock

    (indirect: By GRAT)
    50,129
  • Class B Common Stock

    (indirect: By IRA)
    6,160
Footnotes (3)
  • [F1]The restricted stock will vest in full on May 6, 2012 assuming continued service on the Board for such period and with vesting in full of all such restricted shares upon a Change of Control (as defined in such reporting person's restricted stock agreement).
  • [F2]Option Grant effective May 10, 2011 (the "Option Grant Date"). Twenty-five percent of the options will vest on the first anniversary of the Option Grant Date. Thereafter, 1/12th of the remaining will vest quarterly thereafter for the following three years.
  • [F3]One hundred percent (100%) of the options not already vested as of the date thereof, shall become immediately vested upon the occurrence of both (a) a Change of Control (as defined in such reporting person's option agreement), (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 option agreement) with respect to him, or (iii) the 12 month anniversary of the occurrence of the Change of Control.

Documents

1 file
  • 4
    rrd310369.xmlPrimary

    4