4//SEC Filing
MARCHEX INC 4
Accession 0001181431-14-009919
$MCHXCIK 0001224133operating
Filed
Feb 27, 7:00 PM ET
Accepted
Feb 28, 4:34 PM ET
Size
9.8 KB
Accession
0001181431-14-009919
Insider Transaction Report
Form 4
MARCHEX INCMCHX
CHRISTOTHOULOU PETER
Chief Operating Officer
Transactions
- Exercise/Conversion
Restricted Stock Units
2014-02-26−12,000→ 0 total→ Class B Common Stock (12,000 underlying) - Exercise/Conversion
Class B Common Stock
2014-02-26+12,000→ 698,409 total - Tax Payment
Class B Common Stock
2014-02-26$12.36/sh−3,466$42,840→ 694,943 total
Footnotes (3)
- [F1]Restricted stock unit award effective December 20, 2010 (the "RSU Grant Date"). Each restricted stock unit represents a contingent right to receive one share of the Corporation's Class B Common Stock upon satisfaction of the vesting considerations. The restricted stock units have been issued in three separate tranches, representing approximately 27% ("Tranche A"), 33% ("Tranche B") and 40% ("Tranche C"), respectively, of such award. Such restricted stock units shall vest on the later of (a) the twelve month anniversary of the RSU Grant Date (Tranche A), the twenty-one month anniversary of the RSU Grant Date (Tranche B) or the thirty month anniversary of the RSU Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the RSU Grant Date during which the average closing price of the Corporation's Class B Common Stock over such period is equal to or greater than $9.00 (Tranche A), $9.50 (Tranche B) or $10.00 (Tranche C).
- [F2]One hundred percent (100%) of all restricted stock units 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 agreement), provided that the per share value of the Corporation's Class B Common Stock in such Change of Control transaction is equal to or greater than the applicable stock price vesting target, (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 award agreements) with respect to the reporting person, or (iii) the 12 month anniversary of the occurrence of the Change of Control.
- [F3]Exempt disposition to the Issuer under Rule 16b-3(e) to satisfy tax withholding obligations arising out of the vesting of restricted stock units.
Documents
Issuer
MARCHEX INC
CIK 0001224133
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001224133
Filing Metadata
- Form type
- 4
- Filed
- Feb 27, 7:00 PM ET
- Accepted
- Feb 28, 4:34 PM ET
- Size
- 9.8 KB