Filing Details
- Accession Number:
- 0000899243-20-030251
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-11-03 16:49:02
- Reporting Period:
- 2020-10-30
- Accepted Time:
- 2020-11-03 16:49:02
- 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 |
|---|---|---|---|---|---|---|---|
| 1829946 | Steven Yi | C/O Mediaalpha, Inc. 700 South Flower Street, Suite 640 Los Angeles CA 90017 | See Remarks | Yes | 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 | 1,464 | $0.00 | 46,166 | No | 4 | S | Direct | |
| Class B Common Stock | Disposition | 2020-10-30 | 144,646 | $0.00 | 4,567,729 | No | 4 | S | Indirect | By OBF Investments, LLC |
| Class B Common Stock | Disposition | 2020-10-30 | 699,904 | $0.00 | 198,024 | No | 4 | S | Indirect | By QuoteLab Holdings, Inc. |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Direct | |
| No | 4 | S | Indirect | By OBF Investments, LLC |
| No | 4 | S | Indirect | By QuoteLab Holdings, Inc. |
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 | 1,464 | $0.00 | 1,464 | $0.00 |
| Class A Common Stock | CLASS B-1 UNITS OF QL HOLDINGS LLC | Disposition | 2020-10-30 | 144,646 | $0.00 | 144,646 | $0.00 |
| Class A Common Stock | CLASS B-1 UNITS OF QL HOLDINGS LLC | Disposition | 2020-10-30 | 699,904 | $0.00 | 699,904 | $0.00 |
| Class A Common Stock | RESTRICTED STOCK UNITS | Acquisiton | 2020-10-30 | 1,837,765 | $0.00 | 1,837,765 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 46,166 | No | 4 | S | Direct | ||
| 4,567,729 | No | 4 | S | Indirect | ||
| 198,024 | No | 4 | S | Indirect | ||
| 1,837,765 | 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 85,311 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).
- Reflects shares of Class B Common Stock held directly by OBF Investments, LLC. Mr. Yi is the managing member and OBF Investments, LLC is wholly owned indirectly by Mr. Yi and his wife.
- Reflects 35% of the 1,999,725 shares of Class B Common Stock sold directly by QuoteLab Holdings, Inc. Mr. Yi is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc.
- 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.
- Reflects shares of Class B-1 Units held directly by OBF Investments, LLC. Mr. Yi is the managing member and OBF Investments, LLC is wholly owned indirectly by Mr. Yi and his wife.
- Reflects 35% of the 1,999,725 shares of Class B-1 Units sold directly by QuoteLab Holdings, Inc. Mr. Yi is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc.
- 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.
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