| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MediaAlpha, Inc. [ MAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/23/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/23/2021 | C | 1,860,713 | A | $0.00(1) | 1,860,713 | I | See Footnote(2)(3) | ||
| Class A Common Stock | 03/23/2021 | S | 1,860,713 | D | $46(4) | 0 | I | See Footnote(2)(3) | ||
| Class B Common Stock | 03/23/2021 | J(1) | 1,860,713 | D | (1) | 8,774,694(5) | I | See Footnote(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B-1 Units | $0.00 | 03/23/2021 | C(1) | 1,860,713(1) | (6) | (6) | Class A Common Stock | 1,860,713(1) | $0.00 | 8,774,694(7) | I | See Footnote(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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"). |
| 2. 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, |
| 3. (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. |
| 4. 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. |
| 5. Includes 3,870,837 Class B Shares held directly by Insignia A and 4,903,857 Class B Shares held directly by Insignia QL. |
| 6. 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. |
| 7. 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. |
| Remarks: |
| /s/ Tony Broglio, as Managing Member of Insignia Capital Partners GP, LLC | 03/24/2021 | |
| /s/ Tony Broglio, as Managing Member of Insignia Capital Partners LP | 03/24/2021 | |
| /s/ Tony Broglio, as Managing Member of Insignia Capital Partner (AIV), LP | 03/24/2021 | |
| /s/ Tony Broglio, as Managing Member of Insignia Capital Partner (Parralel A), LP | 03/24/2021 | |
| /s/ Tony Broglio, as President and Secretary of Insignia QL Holdings, LLC | 03/24/2021 | |
| /s/ Tony Broglio, as President and Secretary of Insignia A QL Holdings, LLC | 03/24/2021 | |
| ** 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 4 (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. | ||