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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	12505284	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B-1 Units	$		Class A Common Stock (12505284)		Indirect

Footnotes

F1: In the reorganization of QL Holdings LLC, LLC (the "LLC") and the creation of the Issuer as a public holding company for the LLC (the "Reorganization"), shares of the Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Shares") were issued and sold at par value to members of the LLC holding Class B-1 Common Units of the LLC prior to the Reorganization. One Class B Share was issued and sold for every one Class B-1 Unit owned by a member. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation filed in connection with the Reorganization, the Class B Shares (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.

F2: Includes 5,516,536 Class B Shares owned directly by Insignia A QL Holdings, LLC ("Insignia A") and 6,988,748 Class B Shares owned directly by Insignia QL Holdings, LLC ("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.

F3: (Continued from footnote 2) 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. 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.

F4: 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 (together with one Class B Share for every Class B-1 Unit) are exchangeable for one shares of the Issuer's Class A Common Stock, par value $0.001 per share ("Class A Common Stock").

F5: Includes 5,516,536 Class B-1 Units of the LLC owned directly by Insignia A and 6,988,748 Class B-1 Units of the LLC owned directly by Insignia QL. Each Class B-1 Unit is exchangeable for one share of the Issuer's Class A Common Stock pursuant to the Exchange Agreement.