SC 13D/A 1 d7222281_13-da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*


Marchex, Inc.
(Name of Issuer)


Class B common stock, par value $0.01 per share
(Title of Class of Securities)


56624R108
(CUSIP Number)

Jonathan Brolin
2 Depot Plaza
Bedford Hills
New York 10507
(914) 239-3117
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

August 1, 2016
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [  ].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
   
*   The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.
56624R108
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
  Edenbrook Capital, LLC     

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[_]

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS
  
     
 
AF
  

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
New York
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
2,292,270
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  
 
10.
SHARES DISPOSITIVE POWER
  
[_]
     
 
2,292,270
  
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
     
 
2,292,270
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
 
CERTAIN SHARES*
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
6.06%
  

14.
TYPE OF REPORTING PERSON
  
     
 
IA, OO
  
     


CUSIP No.
56624R108
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Jonathan Brolin
  

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[_]

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS
  
     
 
AF
  

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
2,292,270
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  
 
10.
SHARED DISPOSITIVE POWER
  
[_]
     
 
2,292,270
  
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
     
 
2,292,270
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
 
CERTAIN SHARES*
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
6.06%
  

14.
TYPE OF REPORTING PERSON
  
     
 
IN
  
     

CUSIP No.
56624R108
  

Item 1.
Security and Issuer.
 
 
This statement on the amendment to Schedule 13D (the "Schedule 13D") relates to the Class B common stock, par value $0.01 (the "Class B Common Stock"), of Marchex, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 520 Pike Street, Suite 2000, Seattle, Washington 98101.
   
   
Item 2.
Identity and Background.
 
 
(a)-(c)
This Schedule 13D is being filed jointly by (i) Edenbrook Capital, LLC ("Edenbrook"), a New York limited liability company, as the investment manager to certain private investment funds, with respect to Class B Common Stock owned by such private investment funds, and (ii) Jonathan Brolin ("Mr. Brolin"), a United States citizen and the principal of Edenbrook with respect to the Class B Common Stock owned by such private investment funds (collectively, the "Reporting Persons").
 
Mr. Brolin's present principal occupation or employment is acting as a private investor.  The principal business address of Mr. Brolin and Edenbrook is 2 Depot Plaza, Bedford Hills, New York 10507. Mr. Brolin is the Managing Member of Edenbrook and, as such, is in the position to determine the investment and voting decisions made by Edenbrook.
 
  
  (d)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
  
  
(e)
None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
 
  
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
 
The net investment costs (including commissions, if any) of the Class B Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $8,623,825.  The Class B Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.
 
 
 
 
   
Item 5.
Interest in Securities of the Issuer.
   
 
(a)-(c)
As of the date hereof, (i) Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of 2,292,270 shares of Class B Common Stock, constituting 6.06% of the shares of Class B Common Stock, based upon 37,828,200 shares of Class B Common Stock outstanding as of May 4, 2016, as set forth in the Quarterly Report on 10-Q for the quarterly period ended March 31, 2016 filed by the Issuer on May 6, 2016.
 
Edenbrook has the sole power to vote or direct the vote of 0 shares of Class B Common Stock; has the shared power to vote or direct the vote of 2,292,270 shares of Class B Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Class B Common Stock; and has the shared power to dispose or direct the disposition of 2,292,270 shares of Class B Common Stock.
 
Mr. Brolin has the sole power to vote or direct the vote of 0 shares of Class B Common Stock; has the shared power to vote or direct the vote of 2,292,270 shares of Class B Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Class B Common Stock; and has the shared power to dispose or direct the disposition of 2,292,270 shares of Class B Common Stock.
 
The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B.  All such transactions were carried out in open market transactions.
 
The Reporting Persons specifically disclaim beneficial ownership in the shares of Class B Common Stock reported herein except to the extent of their pecuniary interest therein.
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
   
 
This Item is not applicable.
   
Item 7.
Material to be Filed as Exhibits.

 
Exhibit A:  Joint Filing Agreement
Exhibit B:  Schedule of Transactions in Common Stock
   
   


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
August 2, 2016
 
(Date)

   
Edenbrook Capital, LLC
 
   
By:
/s/ Jonathan Brolin                  
     
Jonathan Brolin, Managing Member


     
   
Jonathan Brolin                     
     
/s/ Jonathan Brolin, Managing Member




Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this amendment to Schedule 13D, dated August 2, 2016, relating to the Class B Common Stock, par value $0.01 of Marchex, Inc. shall be filed on behalf of the undersigned.


August 2, 2016
-----------------------
(Date)

Edenbrook Capital, LLC
 
By:  /s/ Jonathan Brolin
  
Jonathan Brolin, Managing Member
  

/s/ Jonathan Brolin
  
Jonathan Brolin, Managing Member

Exhibit B


Schedule of Transactions in Shares by Private Funds Advised by Edenbrook


Transaction Date
Title of Class
Number of Shares
Purchased
Number of Shares Sold
Price per Share
6/3/2016
Class B Common
                                     1,972
  
3.3800
6/9/2016
Class B Common
                                     2,000
  
3.4000
6/16/2016
Class B Common
                                     6,362
  
3.1902
6/16/2016
Class B Common
                                     5,700
  
3.2818
6/16/2016
Class B Common
                                     1,300
  
3.2600
6/21/2016
Class B Common
                                     3,764
  
3.3176
6/21/2016
Class B Common
                                     6,000
  
3.3198
6/22/2016
Class B Common
                                     7,500
  
3.2544
6/22/2016
Class B Common
                                     3,000
  
3.2500
6/23/2016
Class B Common
                                        492
  
3.2824
6/24/2016
Class B Common
                                     4,026
  
3.1689
6/27/2016
Class B Common
                                     3,100
  
3.1790
6/27/2016
Class B Common
                                     4,318
  
3.1724
6/28/2016
Class B Common
                                     1,500
  
3.0987
6/28/2016
Class B Common
                                     2,400
  
3.1275
6/28/2016
Class B Common
                                     4,000
  
3.1000
7/5/2016
Class B Common
                                     1,600
  
3.0900
7/5/2016
Class B Common
                                     2,700
  
3.0763
7/6/2016
Class B Common
                                     2,500
  
3.0400
7/7/2016
Class B Common
                                     1,400
  
3.1264
7/8/2016
Class B Common
                                     5,000
  
3.1838
7/8/2016
Class B Common
                                     7,800
  
3.1873
7/11/2016
Class B Common
                                             2
  
3.1500
7/13/2016
Class B Common
                                     1,085
  
3.2000
7/13/2016
Class B Common
                                  11,744
  
3.2098
7/14/2016
Class B Common
                                     8,000
  
3.1695
7/14/2016
Class B Common
                                  52,400
  
3.1518
7/14/2016
Class B Common
                                  15,088
  
3.1607
7/14/2016
Class B Common
                                     6,000
  
3.1675
7/15/2016
Class B Common
                                  15,600
  
3.1076
7/15/2016
Class B Common
                                  15,600
  
3.1074
7/18/2016
Class B Common
                                     6,500
  
3.0900
7/18/2016
Class B Common
                                  14,729
  
3.0893
7/19/2016
Class B Common
                                     5,000
  
3.0900
7/19/2016
Class B Common
                                     4,000
  
3.0900
7/20/2016
Class B Common
                                     3,528
  
3.0900
7/21/2016
Class B Common
                                     3,479
  
3.0996
7/22/2016
Class B Common
                                     6,948
  
3.1000
7/25/2016
Class B Common
                                     7,300
  
3.1299
7/27/2016
Class B Common
                                        900
  
3.1500
7/28/2016
Class B Common
                                     3,682
  
3.1538
7/28/2016
Class B Common
                                     4,000
  
3.1500
7/29/2016
Class B Common
                                     9,284
  
3.1500
7/29/2016
Class B Common
                                        500
  
3.1500
8/1/2016
Class B Common
                                        452
  
3.1500
8/1/2016
Class B Common
                                  11,202
  
3.1679
8/1/2016
Class B Common
                                     1,500
  
3.1647


SK 27438 0001 7222281