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: Mikalis Brian (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-30	Class A Common Stock	M	10210	—	Acquired	20419	Direct
2021-08-02	Class A Common Stock	M	4249	—	Acquired	24668	Direct
2021-08-02	Class A Common Stock	S	5817	$32.6469	Disposed	18851	Direct
2021-08-02	Class A Common Stock	S	4393	$33.1709	Disposed	14458	Direct
2021-08-03	Class A Common Stock	S	4249	$32.54	Disposed	10209	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-30	Restricted Stock Units	$0.0	M	10210	Disposed		Class A Common Stock (10210.0)	Direct
2021-08-02	Class B-1 Units of QL Holdings LLC and Class B Common Stock	$	M	4249	Disposed		Class A Common Stock (4249.0)	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 4,249 Class B-1 Units of QL Holdings LLC (the "Class B-1 Units"), along with 4,249 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: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F4: Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $32.19 to $33.00 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 $33.04 to $33.31 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: 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.

F7: On October 30, 2020, the Reporting Person was granted 122,518 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.

F8: 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.