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Filing Details

Accession Number:: 0000899243-21-013298
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-24 17:14:57
Reporting Period:: 2021-03-23

Accepted Time:: 2021-03-24 17:14:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1818383	Mediaalpha Inc.	MAX	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1586845	Insignia Capital Partners (Parallel A), L.p.	1333 North California Boulevard, Ste 520 Walnut Creek CA 94596	No	No	Yes	No
1586847	Insignia Capital Partners, L.p.	1333 North California Boulevard, Ste 520 Walnut Creek CA 94596	No	No	Yes	No
1829472	Insignia Capital Partners (Aiv), L.p.	1333 North California Boulevard, Ste 520 Walnut Creek CA 94596	No	No	Yes	No
1829474	Insignia Capital Partners Gp, L.l.c.	1333 North California Boulevard, Ste 520 Walnut Creek CA 94596	No	No	Yes	No
1829475	Insignia Ql Holdings, Llc	1333 North California Boulevard, Ste 520 Walnut Creek CA 94596	No	No	Yes	No
1829476	Insignia A Ql Holdings, Llc	1333 North California Boulevard, Ste 520 Walnut Creek CA 94596	No	No	Yes	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 A Common Stock	Acquisiton	2021-03-23	1,860,713	$0.00	1,860,713	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2021-03-23	1,860,713	$46.00	0	No	4	S	Indirect	See Footnote
Class B Common Stock	Disposition	2021-03-23	1,860,713	$0.00	8,774,694	No	4	J	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	J	Indirect	See Footnote

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	Disposition	2021-03-23	1,860,713	$0.00	1,860,713	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,774,694			No	4	C	Indirect

Footnotes

Reflects the exchange (the "Exchange") of 1,039,885 and 820,828 Class B-1 Units of QL Holdings, LLC (the "LLC") held directly by Insignia QL Holdings, LLC ("Insignia QL") and Insignia A QL Holdings, LLC ("Insignia A"), respectively, into an equal number of shares of the Issuer's Class A Common Stock ("Class A Shares"), pursuant to the Exchange Agreeement, dated October 27, 2020, by and among the Issuer, the LLC and the members of the LLC (the "Exchange Agreement"). In connection with the Exchange, the Reporting Persons forfeited for no consideration an equal number of shares of the Issuer's Class B Common Stock ("Class B Shares").
Insignia Capital Partners (Parallel A), L.P. ("Parallel A") and Insignia Capital Partners (AIV), L.P. ("Insignia AIV") are members of Insignia A having the power to appoint the majority of the board of managers of Insignia A. Insignia Capital Partners, L.P. ("Insignia Capital" and together with Parallel A and Insignia AIV, the "Insignia Fund") is the managing member of Insignia QL. Insignia Capital Partners GP, LLC ("Insignia GP") is the general partner of the Insignia Fund. The three member Investment Committee of Insignia GP comprised of David Lowe, Anthony Broglio and Melvyn Deane exercises voting and investment control over the securities held directly by Insignia A and Insignia QL, which acts by a majority vote of its members. Consequently,
(Continued from footnote 2) the Insignia Fund and Insignia GP may be deemed to beneficially own the securities held directly by Insignia A and Insignia QL. Messrs. Lowe, Broglio and Deane disclaim beneficial ownership of the securities held directly by Insignia A and Insignia QL.
Reflects the sale of the Class A Shares received in the Exchange in an underwritten public secondary offering at a price to the public of $46.00 per share.
Includes 3,870,837 Class B Shares held directly by Insignia A and 4,903,857 Class B Shares held directly by Insignia QL.
Pursuant to the Exchange Agreeement, Class B-1 Units of the LLC (together with one Class B Share of the Issuer for every Class B-1 Unit) are exchangeable at any time for one Class A Share. Class B-1 Units of the LLC do not expire.
Includes 3,870,837 Class B-1 Units of the LLC held directly by Insignia A and 4,903,857 Class B-1 Units of the LLC held directly by Insignia QL.