MediaAlpha, Inc. — Director's Dealing 2020

Oct 28, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MediaAlpha, Inc. (MAX)
CIK: 0001818383
Period of Report: 2020-10-28

Reporting Person: Wang Ambrose (CO-FOUNDER)

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS B COMMON STOCK	3242448	Indirect
CLASS B COMMON STOCK	769652	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
CLASS B-1 UNITS OF QL HOLDINGS LLC	$		CLASS A COMMON STOCK (3242448)		Indirect
CLASS B-1 UNITS OF QL HOLDINGS LLC	$		CLASS A COMMON STOCK (769652)		Indirect

Footnotes

F1: Pursuant to the offering reorganization completed immediately prior to completion of the initial public offering of MediaAlpha, Inc. (the "Issuer") contemplated by the reorganization agreement, dated October 27, 2020, among the Issuer, QL Holdings LLC (the "QLH") and other parties named therein, the limited liability company agreement of QLH was amended and restated to, among other things, convert all of the equity interests held by the members of QLH (except Guilford Holdings, Inc.) into Class B-1 units of QLH. These members of QLH contributed a certain amount of cash to the Issuer in exchange for shares of Class B common stock, par value 0.01$ per share, of the Issuer (the "Class B Stock"). Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the shares of Class B Stock (i) confer no economic rights on the holders thereof, (ii) confer only voting rights on the holders thereof and (iii) may be issued only to holders of Class B-1 Units of QLH.

F2: Reflects shares of Class B Common Stock held directly by Wang Family Investments LLC. Mr. Wang is the managing member and Wang Family Investments LLC is owned by Mr. Wang and his immediate family.

F3: Reflects 30% of the 2,565,508 shares of Class B Common Stock held directly by QuoteLab Holdings, Inc. Mr. Wang 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, the Class B-1 Units (together with one share of Class B Stock for every Class B-1 Unit) are exchangeable for one shares of the Issuer's Class A Common Stock, par value $0.01 per share.

F5: Reflects shares of Class B-1 Units of QLH held directly by Wang Family Investments LLC. Mr. Wang is the managing member and Wang Family Investments LLC is owned by Mr. Wang and his immediate family.

F6: Reflects 30% of the 2,565,508 shares of Class B Common Stock held directly by QuoteLab Holdings, Inc. Mr. Wang is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc.