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: Thompson Patrick Ryan (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-15	Class A Common Stock	M	18748	—	Acquired	121879	Direct
2022-11-15	Class A Common Stock	F	7423	$14.31	Disposed	114456	Direct
2022-11-15	Class A Common Stock	M	39087	—	Acquired	153543	Direct
2022-11-15	Class A Common Stock	F	15381	$14.31	Disposed	138162	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-15	Restricted Stock Units	$	M	18748	Disposed		Class A Common Stock (18748.0)	Direct
2022-11-15	Restricted Stock Units	$	M	39087	Disposed		Class A Common Stock (39087.0)	Direct

Footnotes

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

F2: In accordance with the terms of the RSU grant, 7,423 shares of MediaAlpha, Inc. Class A Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: In accordance with the terms of the RSU grant, 15,381 shares of MediaAlpha, Inc. Class A Common Stock were automatically withheld at vesting to cover required tax withholding.

F4: Consists of RSUs granted to the Reporting Person on December 6, 2021 pursuant to the Issuer's Omnibus Incentive Plan, each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock, or at the option of the Compensation Committee, cash of equivalent value, upon vesting.

F5: 18.8% of such RSUs vested quarterly on February 15, 2022, May 15, 2022 and August 15, 2022, and the remainder will vest quarterly through August 15, 2023, in each case subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

F6: Consists of RSUs granted to the Reporting Person on December 6, 2021 pursuant to the Issuer's Omnibus Incentive Plan, each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock, or at the option of the Compensation Committee, cash of equivalent value, upon vesting.

F7: One quarter of such RSUs vested on November 15, 2022, and the remainder will vest quarterly through November 15, 2025, in each case subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.