MediaAlpha, Inc. — Director's Dealing 2021

Aug 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MediaAlpha, Inc. (MAX)
CIK: 0001818383
Period of Report: 2021-07-30

Reporting Person: Nonko Eugene (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-30	Class A Common Stock	M	153147	—	Acquired	305731	Direct
2021-08-02	Class A Common Stock	S	8807	$32.7423	Disposed	296924	Direct
2021-08-02	Class A Common Stock	S	3800	$33.3711	Disposed	293124	Direct
2021-08-03	Class A Common Stock	S	10960	$30.2056	Disposed	282164	Direct
2021-08-03	Class A Common Stock	S	18835	$31.0937	Disposed	263329	Direct
2021-08-03	Class A Common Stock	S	1529	$32.2022	Disposed	261800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-30	Restricted Stock Units	$0.0	M	153147	Disposed		Class A Common Stock (153147.0)	Direct

Footnotes

F1: One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU").

F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person to satisfy tax liabilities arising from the vesting of restricted stock units granted to the Reporting Person on October 30, 2020.

F3: Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $32.30 to $33.26 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $33.33 to $33.63 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F5: Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $29.71 to $30.65 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F6: Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $30.79 to $31.77 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F7: Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $31.80 to $32.54 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F8: Each RSU represents a contingent right to receive one share of Class A Common Stock, or at the option of the Compensation Committee, cash of equivalent value.

F9: On October 30, 2020, the Reporting Person was granted 1,837,765 RSUs, which have vested or will vest quarterly over the first three years following the date of grant, subject to continued employment with the Issuer through each vesting date.