0001062993-20-000029.txt : 20200106 0001062993-20-000029.hdr.sgml : 20200106 20200106163915 ACCESSION NUMBER: 0001062993-20-000029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200102 FILED AS OF DATE: 20200106 DATE AS OF CHANGE: 20200106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edenbrook Capital, LLC CENTRAL INDEX KEY: 0001666682 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50658 FILM NUMBER: 20510269 BUSINESS ADDRESS: STREET 1: 116 RADIO CIRCLE STREET 2: SUITE 202 CITY: MT. KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-239-3117 MAIL ADDRESS: STREET 1: 116 RADIO CIRCLE STREET 2: SUITE 202 CITY: MT. KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EDENBROOK LONG ONLY VALUE FUND, LP CENTRAL INDEX KEY: 0001665975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50658 FILM NUMBER: 20510270 BUSINESS ADDRESS: STREET 1: EDENBROOK CAPITAL, LLC STREET 2: 116 RADIO CIRCLE, SUITE 202 CITY: MT. KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-239-3117 MAIL ADDRESS: STREET 1: EDENBROOK CAPITAL, LLC STREET 2: 116 RADIO CIRCLE, SUITE 202 CITY: MT. KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brolin Jonathan CENTRAL INDEX KEY: 0001712127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50658 FILM NUMBER: 20510271 MAIL ADDRESS: STREET 1: 2 DEPOT PLAZA STREET 2: 4TH FLOOR CITY: BEDFORD HILLS STATE: NY ZIP: 10507 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MARCHEX INC CENTRAL INDEX KEY: 0001224133 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 352194038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 520 PIKE STREET STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-774-5000 MAIL ADDRESS: STREET 1: 520 PIKE STREET STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2020-01-02 0001224133 MARCHEX INC MCHX 0001666682 Edenbrook Capital, LLC 116 RADIO CIRCLE SUITE 202 MOUNT KISCO NY 10549 0 0 1 0 0001665975 EDENBROOK LONG ONLY VALUE FUND, LP 116 RADIO CIRCLE SUITE 202 MOUNT KISCO NY 10549 0 0 1 0 0001712127 Brolin Jonathan 116 RADIO CIRCLE SUITE 202 MOUNT KISCO NY 10549 0 0 1 0 Class B common stock ('Common Stock') 2020-01-02 4 P 0 1505 3.706 A 5238238 I See footnotes Common Stock 2020-01-03 4 P 0 1200 3.7083 A 5239438 I See footnotes Common Stock 2020-01-06 4 P 0 10300 3.7101 A 5249738 I See footnotes Common Stock 948263 I See footnotes Put Option (Obligation to buy) 3.50 2019-12-16 2020-09-18 Common Stock 129000 1290 I See footnote Put Option (Obligation to buy) 3.50 2019-12-16 2020-09-18 Common Stock 21000 210 I See footnote Call Option(Right to Buy) 4.5 2019-08-12 2020-06-19 Common Stock 42500 425 I See Footnote Call Option(Right to Buy) 4.5 2019-08-12 2020-06-19 Common Stock 7500 75 I See Footnote Put Option (Obligation to Buy) 3.00 2019-08-09 2020-06-19 Common Stock 255000 2550 I See footnote Put Option (Obligation to Buy) 3.00 2019-08-09 2020-06-19 Common Stock 45000 450 I See footnote Put Option (Obligation to Buy) 3.50 2019-08-08 2020-03-20 Common Stock 255000 2550 I See footnote Put Option (Obligation to Buy) 3.50 2019-08-08 2020-03-20 Common Stock 45000 450 I See footnote These securities are held in the account of Edenbrook Long Only Value Fund, LP, a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manger of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC. These securities are held in the account of a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. As previously disclosed, Edenbrook Long Only Value Fund, LP wrote 2550 and 2550 put option contracts expiring in March 2020 and June 2020, respectively, which provide that Edenbrook Long Only Value Fund, LP will be required to purchase shares of common stock at the stated strike price if the counterparty exercises such put options. As previously disclosed, a private fund managed by Edenbrook Capital, LLC wrote 450 and 450 put option contracts expiring in March 2020 and June 2020, respectively, which provide that the private fund will be required to purchase shares of common stock at the stated strike price if the counterparty exercises such put options. As previously disclosed, Edenbrook Long Only Value Fund, LP bought 425 call option contracts expiring in June 2020 which provide that Edenbrook Long Only Value Fund, LP will have the right to purchase shares of common stock at the stated strike price. As previously disclosed, a private fund managed by Edenbrook Capital, LLC bought 75 call option contracts expiring in June 2020 which provide that the private fund will have the right to purchase shares of common stock at the stated price. Edenbrook Long Only Value Fund, LP wrote 1290 put option contracts expiring in September 2020 which provide that Edenbrook Long Only Value Fund, LP will be required to purchase shares of common stock at the stated strike price. A private fund managed by Edenbrook Capital, LLC wrote 210 put option contracts expiring in September 2020 which provide that the private fund will be required to purchase shares of common stock at the stated strike price. Edenbrook Capital, LLC; By: /s/ Jonathan Brolin, Managing Member 2020-01-06 /s/ Jonathan Brolin 2020-01-06 Edenbrook Long Only Value Fund, LP, By: /s/ Jonathan Brolin, Managing Member of Edenbrook Capital Partners, LLC 2020-01-06