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
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
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
  1. 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).
  2. 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.
  3. 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.
  4. 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.
  5. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.