MediaAlpha, Inc. — Director's Dealing 2020

Nov 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: INSIGNIA CAPITAL PARTNERS GP, L.L.C. (10% Owner)
Reporting Person: Insignia Capital Partners, L.P. (10% Owner)
Reporting Person: INSIGNIA CAPITAL PARTNERS (AIV), L.P. (10% Owner)
Reporting Person: Insignia Capital Partners (Parallel A), L.P. (10% Owner)
Reporting Person: INSIGNIA QL HOLDINGS, LLC (10% Owner)
Reporting Person: INSIGNIA A QL HOLDINGS, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-30	Class B Common Stock	J	1869877	—	Disposed	10635407	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-30	Class B-1 Units	$0.00	S	1869877	Disposed		Class A Common Stock (1869877)	Indirect

Footnotes

F1: On October 30, 2020, the Issuer used a portion of the net proceeds from the closing of its initial public offering ("IPO") of Class A Common Stock to purchase Class B-1 Units of QL Holdings, LLC (the "LLC") from certain of the Issuer's pre-IPO equityholders, including the Reporting Persons (the "Synthetic Secondary"), at a price of $17.67 per unit. To the extent Class B-1 Unit holders own shares of the Issuer's Class B Common Stock (the "Class B Shares"), one share of Class B Common Stock for every Class B-1 Unit sold in the Synthetic Secondary was forfeited and cancelled for no consideration.

F2: Includes 824,871 Class B Shares forfeited and cancelled for no consideration by Insignia A QL Holdings, LLC ("Insignia A") and 1,045,006 Class B Shares forfeited and cancelled for no consideration by Insignia QL Holdings, LLC ("Insignia QL") in connection with the Synthetic Secondary.

F3: Includes 4,691,665 Class B Shares held directly by Insignia A and 5,943,742 Class B Shares held directly by Insignia QL. Insignia Capital Partners (Parallel A), L.P. ("Parallel A") and Insignia Capital Partners (AIV), L.P. ("Insignia AIV") are members of Insignia A having the power to appoint the majority of the board of managers of Insignia A. Insignia Capital Partners, L.P. ("Insignia Capital" and together with Parallel A and Insignia AIV, the "Insignia Fund") is the managing member of Insignia QL. Insignia Capital Partners GP, LLC ("Insignia GP") is the general partner of the Insignia Fund. The three member Investment Committee of Insignia GP comprised of David Lowe, Anthony Broglio and Melvyn Deane exercises voting and investment control over the securities held directly by Insignia A and Insignia QL, which acts by a majority vote of its members.

F4: (Continued from footnote 3) Consequently, the Insignia Fund and Insignia GP may be deemed to beneficially own the securities held directly by Insignia A and Insignia QL. Messrs. Lowe, Broglio and Deane disclaim beneficial ownership of the securities held directly by Insignia A and Insignia QL.

F5: Includes 824,871 Class B-1 Units sold by Insignia A and 1,045,006 Class B-1 Units sold by Insignia QL in the Synthetic Secondary.

F6: Pursuant to the Exchange Agreeement, dated October 27, 2020, by and among the Issuer, the LLC and the members of the LLC (the "Exchange Agreement"), the Class B-1 Units of the LLC (together with one Class B Share of the Issuer for every Class B-1 Unit) are exchangeable at any time for one shares of the Issuer's Class A Common Stock. Class B-1 Units of the LLC do not expire.

F7: Includes 4,691,665 Class B-1 Units of the LLC held directly by Insignia A and 5,943,742 Class B-1 Units of the LLC held directly by Insignia QL.