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: Martinez Lance (GENERAL COUNSEL AND SECRETARY)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Class A Common Stock	C	26338	—	Acquired	36547	Direct
2021-03-23	Class A Common Stock	S	26338	$44.62	Disposed	10209	Direct

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	26338	Disposed		Class A Common Stock (26338)	Direct

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, Mr. Martinez exchanged 26,338 Class B-1 Units of QL Holdings LLC (the "Class B-1 Units"), along with 26,338 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: This amount represents the $46.00 secondary public offering price per share of Class A Common Stock, less the underwriting discount of $1.38 per share.

F4: 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. Pursuant to Mr. Martinez's award agreements, 25% of the equity granted will vest on the first anniversary of the vesting commencement date set forth in each agreement, and the remaining 75% of the equity will vest ratably each month over the following 36 months.