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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Sweetser Jeff
(Last) (First) (Middle)
C/O MEDIAALPHA, INC.
700 SOUTH FLOWER STREET, SUITE 640
(Street)
LOS ANGELES CA 90017
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2020 		3. Issuer Name and Ticker or Trading Symbol
MediaAlpha, Inc. [ MAX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
CLASS B COMMON STOCK(1) 193,470 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
CLASS B-1 UNITS OF QL HOLDINGS LLC (2) (2) CLASS A COMMON STOCK 193,470 (2) D
Explanation of Responses:
1. Pursuant to the offering reorganization completed immediately prior to completion of the initial public offering of MediaAlpha, Inc. (the "Issuer") contemplated by the reorganization agreement, dated October 27, 2020, among the Issuer, QL Holdings LLC (the "QLH") and other parties named therein, the limited liability company agreement of QLH was amended and restated to, among other things, convert all of the equity interests held by the members of QLH (except Guilford Holdings, Inc.) into Class B-1 units of QLH. These members of QLH contributed a certain amount of cash to the Issuer in exchange for shares of Class B common stock, par value 0.01$ per share, of the Issuer (the "Class B Stock"). Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the shares of Class B Stock (i) confer no economic rights on the holders thereof, (ii) confer only voting rights on the holders thereof and (iii) may be issued only to holders of Class B-1 Units of QLH.
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, the Class B-1 Units (together with one share of Class B Stock for every Class B-1 Unit) are exchangeable for one shares 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.
Remarks:
VICE PRESIDENT, SUPPLY PARTNERSHIPS Exhibit 24 - Power of Attorney
/s/ Lance Martinez, attorney-in-fact for Sweetser Jeff 10/27/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

The undersigned hereby appoints each of Lance Martinez and Tigran Sinanyan,
signing singly, his or her true and lawful attorney-in-fact to:

        1.    apply for and obtain on behalf of the undersigned the necessary
              access codes to file Forms 3, 4, 5 and 144, pursuant to Section
              16(a) of the Securities Exchange Act of 1934 and Rule 144 of the
              Securities Act of 1933, respectively, electronically via the EDGAR
              system pursuant to Regulation S-T and the rules thereunder, and

        2.    act in a filing agent capacity to perform any and all acts for and
              on behalf of the undersigned which may be necessary to complete
              the filing of any such Form 3, 4, 5 and 144 with the U.S.
              Securities and Exchange Commission and any other authority in
              accordance with Section 16(a) of the Securities Exchange Act of
              1934 and the rules thereunder and Rule 144 of the Securities Act
              of 1933.

The undersigned hereby grants to each attorney-in-fact the full power and
authority, for the undersigned and on behalf of the undersigned, to perform all
acts necessary and proper to be done in the exercise of the rights and powers
hereby granted.

The undersigned acknowledges that the foregoing individuals are acting under
this Power of Attorney at the request of the undersigned and are not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.

Each attorney-in-fact shall be authorized to act under this Power of Attorney
only so long as such attorney-in-fact is an employee of MediaAlpha, Inc. or
until such time as this Power of Attorney has been revoked, annulled or set
aside.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
this 19th day of October, 2020.


                                        /s/ Jeff Sweetser
                                        ----------------------------------------

                                        Name: Jeff Sweetser