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: Cramer Keith (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Class A Common Stock	C	62568	—	Acquired	75330	Direct
2021-03-23	Class A Common Stock	S	62568	$44.62	Disposed	12762	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	62568	Disposed		Class A Common Stock (62568)	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. Cramer exchanged 62,568 Class B-1 Units of QL Holdings LLC (the "Class B-1 Units"), along with 62,568 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.