MediaAlpha, Inc. — Director's Dealing 2021

Mar 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MediaAlpha, Inc. (MAX)
CIK: 0001818383
Period of Report: 2021-03-23

Reporting Person: Yi Steven (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Class A Common Stock	C	643844	—	Acquired	643844	Indirect
2021-03-23	Class A Common Stock	S	643844	$44.62	Disposed	0	Indirect
2021-03-23	Class A Common Stock	C	198024	—	Acquired	198024	Indirect
2021-03-23	Class A Common Stock	S	198024	$44.62	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-23	Class B-1 Units of QL Holdings LLC and Class B Common Stock	$	C	643844	Disposed		Class A Common Stock (643844)	Indirect
2021-03-23	Class B-1 Units of QL Holdings LLC and Class B Common Stock	$	C	198024	Disposed		Class A Common Stock (198024)	Indirect

Footnotes

F1: On March 23, 2021, MediaAlpha, Inc. (the "Issuer") closed a secondary offering of its shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"). The Issuer did not offer any of its common stock in the offering and did not receive any proceeds from the offering.

F2: On March 23, 2021, OBF Investments, LLC exchanged 643,844 Class B-1 Units of QL Holdings LLC (the "Class B-1 Units"), along with 643,844 shares of Class B Common Stock (the "Class B Common Stock") for shares of Class A Common Stock on a one-for-one basis and QuoteLab Holdings, Inc. exchanged 565,783 Class B-1 Units, along with 565,783 shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis.

F3: Reflects shares of Class B-1 Units held directly by OBF Investments, LLC. Mr. Yi is the managing member and OBF Investments, LLC is wholly owned indirectly by Mr. Yi and his wife.

F4: This amount represents the $46.00 secondary public offering price per share of Class A Common Stock of the Issuer, less the underwriting discount of $1.38 per share.

F5: Reflects 35% of the 565,783 shares of Class B-1 Units sold directly by QuoteLab Holdings, Inc. Mr. Yi is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc.

F6: 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.