MediaAlpha, Inc. — Director's Dealing 2021

Mar 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: INSIGNIA CAPITAL PARTNERS GP, L.L.C. (10% Owner)
Reporting Person: Insignia Capital Partners, L.P. (10% Owner)
Reporting Person: INSIGNIA CAPITAL PARTNERS (AIV), L.P. (10% Owner)
Reporting Person: Insignia Capital Partners (Parallel A), L.P. (10% Owner)
Reporting Person: INSIGNIA QL HOLDINGS, LLC (10% Owner)
Reporting Person: INSIGNIA A QL HOLDINGS, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Class A Common Stock	C	1860713	$0.00	Acquired	1860713	Indirect
2021-03-23	Class A Common Stock	S	1860713	$46.00	Disposed	0	Indirect
2021-03-23	Class B Common Stock	J	1860713	—	Disposed	8774694	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-23	Class B-1 Units	$0.00	C	1860713	Disposed		Class A Common Stock (1860713)	Indirect

Footnotes

F1: Reflects the exchange (the "Exchange") of 1,039,885 and 820,828 Class B-1 Units of QL Holdings, LLC (the "LLC") held directly by Insignia QL Holdings, LLC ("Insignia QL") and Insignia A QL Holdings, LLC ("Insignia A"), respectively, into an equal number of shares of the Issuer's Class A Common Stock ("Class A Shares"), pursuant to the Exchange Agreeement, dated October 27, 2020, by and among the Issuer, the LLC and the members of the LLC (the "Exchange Agreement"). In connection with the Exchange, the Reporting Persons forfeited for no consideration an equal number of shares of the Issuer's Class B Common Stock ("Class B Shares").

F2: Insignia Capital Partners (Parallel A), L.P. ("Parallel A") and Insignia Capital Partners (AIV), L.P. ("Insignia AIV") are members of Insignia A having the power to appoint the majority of the board of managers of Insignia A. Insignia Capital Partners, L.P. ("Insignia Capital" and together with Parallel A and Insignia AIV, the "Insignia Fund") is the managing member of Insignia QL. Insignia Capital Partners GP, LLC ("Insignia GP") is the general partner of the Insignia Fund. The three member Investment Committee of Insignia GP comprised of David Lowe, Anthony Broglio and Melvyn Deane exercises voting and investment control over the securities held directly by Insignia A and Insignia QL, which acts by a majority vote of its members. Consequently,

F3: (Continued from footnote 2) the Insignia Fund and Insignia GP may be deemed to beneficially own the securities held directly by Insignia A and Insignia QL. Messrs. Lowe, Broglio and Deane disclaim beneficial ownership of the securities held directly by Insignia A and Insignia QL.

F4: Reflects the sale of the Class A Shares received in the Exchange in an underwritten public secondary offering at a price to the public of $46.00 per share.

F5: Includes 3,870,837 Class B Shares held directly by Insignia A and 4,903,857 Class B Shares held directly by Insignia QL.

F6: Pursuant to the Exchange Agreeement, Class B-1 Units of the LLC (together with one Class B Share of the Issuer for every Class B-1 Unit) are exchangeable at any time for one Class A Share. Class B-1 Units of the LLC do not expire.

F7: Includes 3,870,837 Class B-1 Units of the LLC held directly by Insignia A and 4,903,857 Class B-1 Units of the LLC held directly by Insignia QL.