MediaAlpha, Inc. — Director's Dealing 2020

Nov 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MediaAlpha, Inc. (MAX)
CIK: 0001818383
Period of Report: 2020-10-30

Reporting Person: Yi Steven (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-30	CLASS B COMMON STOCK	S	1464	—	Disposed	46166	Direct
2020-10-30	CLASS B COMMON STOCK	S	144646	—	Disposed	4567729	Indirect
2020-10-30	CLASS B COMMON STOCK	S	699904	—	Disposed	198024	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-30	CLASS B-1 UNITS OF QL HOLDINGS LLC	$	S	1464	Disposed		CLASS A COMMON STOCK (1464)	Direct
2020-10-30	CLASS B-1 UNITS OF QL HOLDINGS LLC	$	S	144646	Disposed		CLASS A COMMON STOCK (144646)	Indirect
2020-10-30	CLASS B-1 UNITS OF QL HOLDINGS LLC	$	S	699904	Disposed		CLASS A COMMON STOCK (699904)	Indirect
2020-10-30	RESTRICTED STOCK UNITS	$	A	1837765	Acquired		CLASS A COMMON STOCK (1837765)	Direct

Footnotes

F1: On October 27, 2020, MediaAlpha, Inc. (the "Issuer"), closed its initial public offering (the "IPO") of its shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"). A portion of the net proceeds to the Issuer from the sale of shares of Class A common stock in the IPO was used to purchase 85,311 Class B-1 units of QL Holdings LLC (the "Class B-1 Units" and "QLH", respectively) (together with an equivalent number of shares of Class B Common Stock, par value $0.01 per share (the "Class B Stock")) from the Reporting Person, at a price of $17.67 per Class B-1 Unit (and no additional consideration for the shares of Class B Stock).

F2: Reflects shares of Class B Common Stock held directly by OBF Investments, LLC. Mr. Yi is the managing member and OBF Investments, LLC is wholly owned indirectly by Mr. Yi and his wife.

F3: Reflects 35% of the 1,999,725 shares of Class B Common Stock sold directly by QuoteLab Holdings, Inc. Mr. Yi is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc.

F4: Pursuant to the Exchange Agreement, dated October 27, 2020, among the Issuer, QLH, Guilford Holdings, Inc. and the Class B-1 members of QLH, each Class B-1 Unit (together with one share of Class B Stock for every Class B-1 Unit) is exchangeable for one share of the Issuer's Class A Common Stock, par value $0.01 per share.

F5: Reflects shares of Class B-1 Units held directly by OBF Investments, LLC. Mr. Yi is the managing member and OBF Investments, LLC is wholly owned indirectly by Mr. Yi and his wife.

F6: Reflects 35% of the 1,999,725 shares of Class B-1 Units sold directly by QuoteLab Holdings, Inc. Mr. Yi is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc.

F7: Represents grant of restricted stock units under the Issuer's Omnibus Incentive Plan granted in connection with the IPO, effective as of October 30, 2020.

F8: The restricted stock units will vest quarterly over the first three years following the date of grant, subject to continued employment with the Issuer through each vesting date.

F9: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.