MediaAlpha, Inc. — Director's Dealing 2022

Nov 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MediaAlpha, Inc. (MAX)
CIK: 0001818383
Period of Report: 2022-11-15

Reporting Person: Nonko Eugene (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-15	Class A Common Stock	M	18294	—	Acquired	1023200	Direct
2022-11-15	Class A Common Stock	J	292209	$14.805	Disposed	730991	Direct
2022-11-15	Class A Common Stock	J	292209	$14.805	Disposed	438782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-15	Restricted Stock Units	$	M	18294	Disposed		Class A Common Stock (18294.0)	Direct

Footnotes

F1: One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU").

F2: On November 15, 2022, Mr. Nonko transferred 292,209 shares of Class A Common Stock to The Nonko Family GST Trust, an irrevocable trust for the benefit of Mr. Nonko's spouse and children, to satisfy indebtedness of Mr. Nonko to such trust in the amount of $4.3 million, with the numbers of shares determined by averaging the high and low sales prices of the Class A Common Stock as reported by the New York Stock Exchange on November 15, 2022. Following such transfer, neither Mr. Nonko nor his spouse has any voting or dispositive power with respect to the shares of Class A Common Stock so transferred.

F3: On November 15, 2022, Mr. Nonko transferred 292,209 shares of Class A Common Stock to the Olga Nonko Trust, an irrevocable trust for the benefit of Mr. Nonko and their children, to satisfy indebtedness of Mr. Nonko to such trust in the amount of $4.3 million, with the numbers of shares determined by averaging the high and low sales prices of the Class A Common Stock as reported by the New York Stock Exchange on November 15, 2022. Following such transfer, neither Mr. Nonko nor his spouse has any voting or dispositive power with respect to the shares of Class A Common Stock so transferred.

F4: 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.

F5: One sixteenth of the RSUs vested on May 15, 2022 and the remainder will vest in equal quarterly installments through February 15, 2026, in each case subject to continued employment with the Issuer through each vesting date.