4//SEC Filing
MARCHEX INC 4
Accession 0001181431-13-064325
$MCHXCIK 0001224133operating
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 4:20 PM ET
Size
14.3 KB
Accession
0001181431-13-064325
Insider Transaction Report
Form 4
MARCHEX INCMCHX
CHRISTOTHOULOU PETER
Chief Operating Officer
Transactions
- Award
Class B Common Stock
2013-12-20$0.01/sh+53,750$538→ 718,175 total - Tax Payment
Class B Common Stock
2013-12-20$8.94/sh−31,766$283,988→ 686,409 total - Award
Employee Stock Option (right to buy)
2013-12-20+113,750→ 113,750 totalExercise: $8.94Exp: 2023-12-20→ Class B Common Stock (113,750 underlying) - Award
Employee Stock Option (right to buy)
2013-12-20+53,750→ 53,750 totalExercise: $8.94Exp: 2023-12-20→ Class B Common Stock (53,750 underlying) - Award
Class B Common Stock
2013-12-20$0.01/sh+53,750$538→ 664,425 total
Footnotes (6)
- [F1]Restricted stock award effective December 20, 2013 (the "Grant Date"). The restricted stock has been issued in two separate tranches, representing approximately 50% ("Tranche A") and 50% ("Tranche B"), respectively, of such award. Such restricted stock shall vest on the later of (a) the twelve month anniversary of the Grant Date (Tranche A) or the twenty-four month anniversary of the Grant Date (Tranche B), and (b) the last day of the first 20 consecutive trading day period after the Grant Date during which the average closing price of the Issuer's Class B Common Stock over such period is equal to or greater than $9.00 (Tranche A) or $9.50 (Tranche B).
- [F2]One hundred percent (100%) of all performance and time based options and restricted stock not already vested as of the date hereof, shall become immediately vested upon the occurrence of both (a) a Change of Control (as defined in such reporting person's award agreements), (b) followed by (i) a termination without cause of such reporting person's employment by the Issuer or any successor thereto, (ii) a Diminution in Duties (as defined in such reporting person's award agreements) with respect to the reporting person, or (iii) the twelve month anniversary of the occurrence of the Change of Control.
- [F3]Restricted stock award effective the Grant Date. The restricted stock award vests in accordance with the following four year vesting schedule: 25% of the total shares shall vest on each of the first, second, third and fourth annual anniversaries, respectively, of the Grant Date.
- [F4]Exempt disposition to the Issuer under Rule 16b-3(e) to satisfy tax withholding obligations arising out of the vesting of restricted stock.
- [F5]Option grant effective the December 20, 2013 (the "Option Grant Date"). The options have been issued in two separate tranches, representing approximately 50% ("Tranche A") and 50% ("Tranche B"), respectively, of such award. Such options shall vest on the later of (a) the twelve month anniversary of the Option Grant Date (Tranche A) or the twenty-four month anniversary of the Option Grant Date (Tranche B), and (b) the last day of the first 20 consecutive trading day period after the Option Grant Date during which the average closing price of the Issuer's Class B Common Stock over such period is equal to or greater than $9.00 (Tranche A) or $9.50 (Tranche B).
- [F6]Option grant effective the Option Grant Date. 25% of the options will vest on the first annual anniversary of the Option Grant Date. Thereafter, 1/12 of the remaining will vest quarterly thereafter for the following three years.
Documents
Issuer
MARCHEX INC
CIK 0001224133
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001224133
Filing Metadata
- Form type
- 4
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 4:20 PM ET
- Size
- 14.3 KB