Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Caldwell Ethan A
  2. Issuer Name and Ticker or Trading Symbol
MARCHEX INC [MCHX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel & CAO
(Last)
(First)
(Middle)
520 PIKE STREET, SUITE 2000
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2011
(Street)

SEATTLE, WA 98101
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Class B Common Stock 12/20/2011   A(1)(5)   50,000 A $ 0.01 283,000 D  
Class B Common Stock 12/20/2011   M   4,000 A (6) 287,000 D  
Class B Common Stock 12/21/2011   S(7)   3,306 D $ 6.0848 (8) 283,694 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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) $ 6.35 12/20/2011   A   25,000     (2)(5) 12/20/2021 Class B Common Stock 25,000 $ 0 25,000 D  
Employee Stock Option (right to buy) $ 6.35 12/20/2011   A   45,000     (3)(5) 12/20/2021(3)(5) Class B Common Stock 45,000 $ 0 45,000 D  
Restricted Stock Units (4) 12/20/2011   A   15,000     (4)(5)   (4)(5) Class B Common Stock 15,000 $ 0 15,000 D  
Restricted Stock Units (6) 12/20/2011   M     4,000   (5)(6)   (5)(6) Class B Common Stock 4,000 $ 0 11,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Caldwell Ethan A
520 PIKE STREET
SUITE 2000
SEATTLE, WA 98101
      General Counsel & CAO  

Signatures

 Ethan A. Caldwell   12/22/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted stock award effective December 20, 2011 (the "Grant Date"). The restricted stock 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.
(2) Option grant effective December 20, 2011 (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.
(3) Option grant effective the Option Grant Date. The options have been issued in three separate tranches, representing approximately 32% ("Tranche A"), 33% ("Tranche B") and 35% ("Tranche C"), respectively, of such award. Such options shall vest on the later of (a) the twelve month anniversary of the Option Grant Date (Tranche A), the twenty-one month anniversary of the Option Grant Date (Tranche B) or the thirty month anniversary of the Option Grant Date (Tranche C), 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 Corporation's Class B Common Stock over such period is equal to or greater than $8.00 (Tranche A), $8.50 (Tranche B) or $9.00 (Tranche C).
(4) Restricted stock unit award effective December 20, 2011 (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 32% ("Tranche A"), 33% ("Tranche B") and 35% ("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 $8.00 (Tranche A), $8.50 (Tranche B) or $9.00 (Tranche C).
(5) One hundred percent (100%) of all options, restricted stock and 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 agreements), provided in the case of a performance equity award 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.
(6) Restricted stock unit award effective December 20, 2010 (the "2010 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 2010 RSU Grant Date (Tranche A), the twenty-one month anniversary of the 2010 RSU Grant Date (Tranche B) or the thirty month anniversary of the 2010 RSU Grant Date (Tranche C), and (b) the last day of the first 20 consecutive trading day period after the 2010 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).
(7) The sales were effected to satisfy applicable tax withholding obligations upon the vesting of restricted stock and restricted stock units and were effected pursuant to trading instructions intended to comply with Rule 10b5-1(c) adopted by the reporting person.
(8) This transaction was executed in multiple trades at prices ranging from $6.06 to $6.09. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Marchex or a stockholder of Marchex full information regarding the number of shares and prices at which the transaction was effected.

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