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: Sinanyan Tigran (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-30	Class A Common Stock	M	7657	—	Acquired	21779	Direct
2021-08-02	Class A Common Stock	M	18000	—	Acquired	39779	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-30	Restricted Stock Units	$0.0	M	7657	Disposed		Class A Common Stock (7657.0)	Direct
2021-08-02	Class B-1 Units of QL Holdings LLC and Class B Common Stock	$	M	18000	Disposed		Class A Common Stock (18000.0)	Direct

Footnotes

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

F2: On August 2, 2021, the Reporting Person exchanged 18,000 Class B-1 Units of QL Holdings LLC (the "Class B-1 Units"), along with 18,000 shares of Class B Common Stock (the "Class B Common Stock") for shares of Class A Common Stock on a one-for-one basis.

F3: 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.

F4: On October 30, 2020, the Reporting Person was granted 91,888 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.

F5: Pursuant to the Exchange Agreement, dated October 27, 2020, among the Issuer, QL Holdings LLC ("QLH"), Guilford Holdings, Inc. and the Class B-1 members of QLH, each Class B-1 Unit, together with one share of Class B Common Stock, is exchangeable for one share of Class A Common Stock, subject to vesting conditions set forth in separate agreements.