SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
THINGELSTAD JAMIE
(Last) (First) (Middle)
825 BATTERY ST.
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARKETWATCH INC [ MKTW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CTO
3. Date of Earliest Transaction (Month/Day/Year)
01/21/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 01/21/2005 D 464 D (1) 0 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $4.15 01/21/2005 D 6,667 (2) 02/11/2012 Common Stock 6,667 $0 0 D
Employee Stock Option (Right to Buy) $3.912 01/21/2005 D 16,667 (3) 08/23/2012 Common Stock 16,667 $0 0 D
Employee Stock Option (Right to Buy) $8.51 01/21/2005 D 20,747 (4) 11/14/2013 Common Stock 20,747 $0 0 D
Employee Stock Option (Right to Buy) $8.51 01/21/2005 D 12,587 (5) 11/14/2013 Common Stock 12,587 $0 0 D
Employee Stock Option (Right to Buy) $11.68 01/21/2005 D 41,439 (6) 09/24/2014 Common Stock 41,439 $0 0 D
Employee Stock Option (Right to Buy) $11.68 01/21/2005 D 8,561 (7) 09/24/2014 Common Stock 8,561 $0 0 D
Explanation of Responses:
1. The purchase right under the issuer's ESPP plan was canceled in the Merger in exchange for cash consideration of $5,188.91 This represents the difference between the price per share of $6.817 and the cash consideration of $18 per share in connection with the merger.
2. This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 2,900 shares of Dow Jones common stock for $9.55 per share.
3. This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 7,250 shares of Dow Jones common stock for $9.00 per share.
4. This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 9,024 shares of Dow Jones common stock for $19.57 per share.
5. This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 5,475 shares of Dow Jones common stock for $19.57 per share.
6. This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 18,025 shares of Dow Jones common stock for $26.86 per share.
7. This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 3,724 shares of Dow Jones common stock for $26.86 per share.
Remarks:
Jamie Thingelstad 01/24/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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