Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
09 Februar 2024 - 6:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
Marchex, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
56624R108
(CUSIP Number)
December 31, 2023
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x |
Rule 13d-1(b) |
¨ |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
*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 the 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).
Continued on following pages
Page 1 of 9 Pages
CUSIP NO. 56624R108 |
Page
2 of 9 Pages |
CUSIP No. 56624R108 |
(1)
Names of reporting persons |
Koller
Capital LLC |
(2) Check
the appropriate box if a member of a group |
(a) |
(see
instructions) |
(b) |
(3) SEC use
only |
|
(4) Citizenship
or place of organization |
Delaware |
Number of
shares beneficially owned by each reporting person with: |
|
(5)
Sole voting power |
0 |
(6)
Shared voting power |
3,865,175* |
(7)
Sole dispositive power |
0 |
(8)
Shared dispositive power |
3,865,175* |
(9) Aggregate
amount beneficially owned by each reporting person |
3,865,175 |
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
(11) Percent
of class represented by amount in Row (9) |
9.99%† |
(12) Type
of reporting person (see instructions) |
IA |
* Koller Capital LLC is the investment
manager of Koller Microcap Opportunities Fund LP (the “Fund”) in which such shares referred to above are held. As a result,
Koller Capital LLC possess the power to vote and dispose or direct the disposition of all the shares owned by the Fund.
† Based on a total of 38,655,837 Class B shares outstanding
of the Issuer as of November 8th, 2023, as set forth in the Issuer’s most recent Form 10-Q, filed November 13th, 2023.
CUSIP NO. 56624R108 |
Page
3 of 9 Pages |
CUSIP No. 56624R108 |
(1)
Names of reporting persons |
Koller
Microcap Opportunities Fund LP |
(2) Check
the appropriate box if a member of a group |
(a) |
(see
instructions) |
(b) |
(3) SEC use
only |
|
(4) Citizenship
or place of organization |
Delaware |
Number of
shares beneficially owned by each reporting person with: |
|
(5)
Sole voting power |
0 |
(6)
Shared voting power |
3,865,175* |
(7)
Sole dispositive power |
0 |
(8)
Shared dispositive power |
3,865,175* |
(9) Aggregate
amount beneficially owned by each reporting person |
3,865,175 |
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
(11) Percent
of class represented by amount in Row (9) |
9.99%† |
(12) Type
of reporting person (see instructions) |
PN |
† Based on a total of 38,655,837 Class B shares outstanding
of the Issuer as of November 8th, 2023, as set forth in the Issuer’s most recent Form 10-Q, filed November 13th, 2023.
CUSIP NO. 56624R108 |
Page
4 of 9 Pages |
CUSIP No. 56624R108 |
(1)
Names of reporting persons |
Ross
Koller |
(2) Check
the appropriate box if a member of a group |
(a) |
(see
instructions) |
(b) |
(3) SEC use
only |
|
(4) Citizenship
or place of organization |
United State of America |
Number of
shares beneficially owned by each reporting person with: |
|
(5)
Sole voting power |
0 |
(6)
Shared voting power |
3,865,175* |
(7)
Sole dispositive power |
0 |
(8)
Shared dispositive power |
3,865,175* |
(9) Aggregate
amount beneficially owned by each reporting person |
3,865,175 |
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
(11) Percent
of class represented by amount in Row (9) |
9.99%† |
(12) Type
of reporting person (see instructions) |
IN |
* Mr. Koller is the managing member of
Koller Capital LLC. As a result, Mr. Koller possesses the power to vote and dispose or direct the disposition of all the shares beneficially
owned by (i) Koller Capital LLC as the investment manager to the Fund and (ii) the Fund. Mr. Koller disclaims beneficial ownership of
any of the shares held by Koller Capital LLC and Koller Microcap Opportunities Fund LP.
† Based on a total of 38,655,837 Class B shares outstanding
of the Issuer as of November 8th, 2023, as set forth in the Issuer’s most recent Form 10-Q, filed November 13th, 2023.
CUSIP NO. 56624R108 |
Page
5 of 9 Pages |
Item 1(a). |
Name of Issuer: |
|
|
|
Marchex, Inc. (the “Issuer”). |
|
|
Item 1(b). |
Address of the Issuer's Principal Executive Offices: |
|
|
|
520 Pike Street, Suite 2000
Seattle, WA 98101 |
|
|
Item 2(a). |
Name of Person Filing |
|
|
|
The names of the person filing
this statement of Schedule 13G (collectively, the “Reporting Persons”) are:
·
Koller Capital LLC
·
Koller Microcap Opportunities Fund LP
·
Ross Koller |
|
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
|
|
|
1343 Main Street, Suite 413
Sarasota, FL 34236 |
|
|
Item 2(c). |
Citizenship: |
|
|
|
Koller Capital LLC is a Delaware limited liability company. Koller Microcap Opportunities Fund LP is a Delaware limited partnership. Ross Koller is a citizen of the United States. |
|
|
Item 2(d). |
Title of Class of Securities:
|
|
Common Stock (the “Shares”).
|
Item 2(e). |
CUSIP Number: |
|
56624R108 |
|
|
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a: |
|
|
|
(a) ¨ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) ¨ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);Page 5 of 6 pages
(j) ¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(J) |
CUSIP NO. 56624R108 |
Page
6 of 9 Pages |
Item 4. |
Ownership: |
|
|
Item 4(a). |
Amount Beneficially Owned:
Aggregate of all Reporting Persons: 3,865,175
Koller Capital LLC – 3,865,175
Koller Microcap Opportunities Fund LP – 3,865,175
Ross Koller – 3,865,175 |
|
|
Item 4(b). |
Percent of Class:
Aggregate of all Reporting Persons: 9.99%
Koller Capital LLC – 9.99%
Koller Microcap Opportunities Fund LP –
9.99%
Ross Koller – 9.99% |
|
|
Item 4(c). |
Number of shares as to which such person has: |
|
|
|
|
|
(i) |
Sole power to vote or direct the vote:
Koller Capital LLC – 0
Koller Microcap Opportunities Fund LP – 0
Ross Koller – 0
|
|
(ii) |
Shared power to vote or to direct the vote:
Koller Capital LLC – 3,865,175
Koller Microcap Opportunities Fund LP – 3,865,175
Ross Koller –3,865,175
|
|
(iii) |
Sole power to dispose or to direct the disposition of
Koller Capital LLC – 0
Koller Microcap Opportunities Fund LP – 0
Ross Koller – 0
|
|
(iv) |
Shared power to dispose or to direct the disposition of
Koller Capital LLC – 3,865,175
Koller Microcap Opportunities Fund LP – 3,865,175
Ross Koller – 3,865,175
|
CUSIP NO. 56624R108 |
Page
7 of 9 Pages |
Item 5. |
Ownership of Five Percent or Less of a Class: |
|
|
|
This Item 5 is not applicable. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
|
|
|
This Item 6 is not applicable. |
|
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company: |
|
|
|
This Item 7 is not applicable. |
|
|
Item 8. |
Identification and Classification of Members of the Group: |
|
|
|
See Exhibit A. |
|
|
Item 9. |
Notice of Dissolution of Group: |
|
|
|
This Item 9 is not applicable. |
|
|
Item 10. |
Certification: |
|
By signing below the Reporting Person certifies that, to the best of such person's
knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having such purpose or effect. |
CUSIP NO. 56624R108 |
Page
8 of 9 Pages |
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: February 9, 2024 |
|
|
|
|
KOLLER CAPITAL LLC |
|
|
|
|
By: |
/s/ Ross Koller |
|
|
Ross Koller |
|
|
Managing Member |
|
|
|
|
KOLLER MICROCAP OPPORTUNITIES FUND LP |
|
|
|
|
By: |
/s/ Ross Koller |
|
|
Ross Koller |
|
|
Managing Member of Koller Microcap Opportunities GP LLC, general
partner to Koller Microcap Opportunities Fund LP |
|
|
|
|
By: |
/s/ Ross Koller |
|
|
Ross Koller |
|
CUSIP NO. 56624R108 |
Page
9 of 9 Pages |
EXHIBIT A
Joint Filing Agreement
The Undersigned agree that the statements on Schedule
13G with respect to the common stock of Marchex, Inc. dated as of February 9th, 2024, is, and any amendment thereto signed by each of
the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Date: |
February 9, 2024 |
|
|
|
|
Signature: |
/s/ Ross Koller
|
|
Name: |
Ross Koller |
|
|
|
|
KOLLER MICROCAP OPPORTUNITIES FUND LP |
|
|
|
By: |
/s/ Ross Koller |
|
Name: |
Ross Koller |
|
Title: |
Managing Member of Koller Microcap Opportunities GP LLC, general
partner to Koller Microcap Opportunities Fund LP |
|
|
|
|
KOLLER CAPITAL LLC |
|
|
|
|
By: |
/s/ Ross Koller |
|
Name: |
Ross Koller |
|
Title: |
Managing Member |
|
Marchex (NASDAQ:MCHX)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Marchex (NASDAQ:MCHX)
Historical Stock Chart
Von Mai 2023 bis Mai 2024