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Filing Details

Accession Number:: 0000899243-20-030230
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-11-03 16:41:05
Reporting Period:: 2020-10-30

Accepted Time:: 2020-11-03 16:41:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1818383	Mediaalpha Inc.	MAX	Insurance Carriers, Nec (6399)	851854133

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1829960	Brian Mikalis	C/O Mediaalpha, Inc. 700 South Flower Street, Suite 640 Los Angeles CA 90017	See Remarks	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Disposition	2020-10-30	30,496	$0.00	173,454	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	CLASS B-1 UNITS OF QL HOLDINGS LLC	Disposition	2020-10-30	30,496	$0.00	30,496	$0.00
Class A Common Stock	RESTRICTED STOCK UNITS	Acquisiton	2020-10-30	122,518	$0.00	122,518	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
173,454			No	4	S	Direct
122,518			No	4	A	Direct

Footnotes

On October 27, 2020, MediaAlpha, Inc. (the "Issuer"), closed its initial public offering (the "IPO") of its shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"). A portion of the net proceeds to the Issuer from the sale of shares of Class A common stock in the IPO was used to purchase 30,496 Class B-1 units of QL Holdings LLC (the "Class B-1 Units" and "QLH", respectively) (together with an equivalent number of shares of Class B Common Stock, par value $0.01 per share (the "Class B Stock")) from the Reporting Person, at a price of $17.67 per Class B-1 Unit (and no additional consideration for the shares of Class B Stock).
Pursuant to the Exchange Agreement, dated October 27, 2020, among the Issuer, QLH, Guilford Holdings, Inc. and the Class B-1 members of QLH, each Class B-1 Unit (together with one share of Class B Stock for every Class B-1 Unit) is exchangeable for one share of the Issuer's Class A Common Stock, par value $0.01 per share, subject to vesting conditions set forth in separate agreements. Pursuant to the executive's award agreements, 25% of the equity granted will vest on the first anniversary of the vesting commencement date set forth in the agreement, and the remaining 75% of the equity will vest ratably each month over the following 36 months.
Represents grant of restricted stock units under the Issuer's Omnibus Incentive Plan granted in connection with the IPO, effective as of October 30, 2020.
The restricted stock units will vest quarterly over the first three years following the date of grant, subject to continued employment with the Issuer through each vesting date.
Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.