| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 8)* | |
|
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 | |
| Edenbrook Capital, LLC | |
| 2 Depot Plaza | |
| Bedford Hills, NY 10507 | |
|
(914) 239-3117 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
November 6, 2018 | |
| (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
(Page 1 of 10 Pages)
______________________________
* 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 | SCHEDULE 13D/A | Page 2 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON 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 PROCEEDING 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 5,258,236 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 5,258,236 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,258,236 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% | |||
| 14 |
TYPE OF REPORTING PERSON IA, OO | |||
| CUSIP No. 56624R108 | SCHEDULE 13D/A | Page 3 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON Edenbrook Long Only Value Fund, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 4,330,537 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 4,330,537 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,330,537 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% | |||
| 14 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 56624R108 | SCHEDULE 13D/A | Page 4 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON 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 PROCEEDING 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 5,258,236 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 5,258,236 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,258,236 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 56624R108 | SCHEDULE 13D/A | Page 5 of 10 Pages |
| 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, (ii) Edenbrook Long Only Value Fund, LP (the “Fund”), a Delaware limited partnership, with respect to Common Stock owned by such private investment fund and (iii) 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 $17,175,991. The Class B Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook. |
| CUSIP No. 56624R108 | SCHEDULE 13D/A | Page 6 of 10 Pages |
| 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 5,258,236 shares of Class B Common Stock, constituting 14.3% of the shares of Class B Common Stock, based upon 36,726,852 shares of Class B Common Stock outstanding as of August 2, 2018, as set forth in the Proxy Statement on Schedule 14A filed by the Issuer on August 15, 2018 and (ii) the Fund may be deemed to be the beneficial owner of 4,330,537 shares of Class B Common Stock, constituting 11.8% of the shares of Class B Common Stock, based upon 36,726,852 shares of Class B Common Stock outstanding as of August 2, 2018, as set forth in the Proxy Statement on Schedule 14A filed by the Issuer on August 15, 2018. |
| 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 5,258,236 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 5,258,236 shares of Class B Common Stock. | |
| The Fund 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 4,330,537 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 4,330,537 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 5,258,236 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 5,258,236 shares of Class B Common Stock. | |
| The transactions by the Reporting Persons in the securities of the Issuer effected since the filing of Amendment No. 7 to the Schedule 13D 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. |
| CUSIP No. 56624R108 | SCHEDULE 13D/A | Page 7 of 10 Pages |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| A | Joint Filing Agreement |
| B | Schedule of Transactions in Common Stock |
| CUSIP No. 56624R108 | SCHEDULE 13D/A | Page 8 of 10 Pages |
SIGNATURES
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.
Date: November 7, 2018
| EDENBROOK CAPITAL, LLC | ||
| /s/ Jonathan Brolin | ||
| Name: Jonathan Brolin | ||
| Title: Managing Member | ||
| EDENBROOK LONG ONLY VALUE FUND, LP | ||
| By: | Edenbrook Capital Partners, LLC, | |
| its General Partner | ||
| /s/ Jonathan Brolin | ||
| Name: Jonathan Brolin | ||
| Title: Managing Member | ||
| /s/ Jonathan Brolin | ||
| JONATHAN BROLIN | ||
| CUSIP No. 56624R108 | SCHEDULE 13D/A | Page 9 of 10 Pages |
Exhibit A
AGREEMENT
The undersigned agree that this amendment to Schedule 13D, dated November 7, 2017, relating to the Class B Common Stock, par value $0.01 of Marchex, Inc. shall be filed on behalf of the undersigned.
Date: November 7, 2018
| EDENBROOK CAPITAL, LLC | ||
| /s/ Jonathan Brolin | ||
| Name: Jonathan Brolin | ||
| Title: Managing Member | ||
| EDENBROOK LONG ONLY VALUE FUND, LP | ||
| By: | Edenbrook Capital Partners, LLC, | |
| its General Partner | ||
| /s/ Jonathan Brolin | ||
| Name: Jonathan Brolin | ||
| Title: Managing Member | ||
| /s/ Jonathan Brolin | ||
| JONATHAN BROLIN | ||
| CUSIP No. 56624R108 | SCHEDULE 13D/A | Page 10 of 10 Pages |
Exhibit B
Schedule of Transactions in Shares by Private Funds Advised by Edenbrook
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 10/04/2018 | 2,500 | 2.6728 |
| 10/05/2018 | 1,500 | 2.6493 |
| 10/08/2018 | 4,900 | 2.6637 |
| 10/10/2018 | 33,000 | 2.6000 |
| 10/17/2018 | 4,831 | 2.5700 |
| 10/17/2018 | 40,000 | 2.5500 |
| 11/06/2018 | 250,000 | 2.9680 |
| 11/06/2018 | 75,000 | 2.9587 |
| 11/06/2018 | 25,000 | 2.9599 |