Cort Allan Carlson - Nov 2, 2021 Form 3/A - Amendment Insider Report for MediaAlpha, Inc. (MAX)

Role: Officer
Signature: /s/ Lance Martinez, attorney-in-fact
Stock symbol: MAX
Transactions as of: Nov 2, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 11/24/2021, 02:03 PM
Date Of Original Report: Nov 12, 2021
Next filing: Nov 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MAX	Class A Common Stock						41K	Nov 2, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MAX	Restricted Stock Units							Nov 2, 2021	Class A Common Stock	9.45K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 31,351 shares of Class A Common Stock of MediaAlpha, Inc. (the "Issuer") issued to the Reporting Person pursuant to the Reorganization Agreement, dated October 27, 2020, among the Issuer, QL Holdings LLC ("QLH") and other parties named therein, pursuant to which the Reporting Person's equity interests in QLH were contributed to the Issuer in exchange for the same number of shares of Class A Common Stock of the Issuer, and which are subject to future vesting pursuant to the Reporting Person's award agreements. Approximately 922 of such shares will vest ratably each month through August 15, 2024, subject to the Reporting Person's continued employment with the Issuer through each vesting date.
F2	Consists of Restricted Stock Units ("RSUs") granted to the Reporting Person on February 22, 2021 pursuant to the Issuer's Omnibus Incentive Plan, which are unvested as of the date hereof. 675 of such RSUs will vest quarterly over the first four years following the date of grant, subject to continued employment with the Issuer through each vesting date.

Content

Includes 31,351 shares of Class A Common Stock of MediaAlpha, Inc. (the "Issuer") issued to the Reporting Person pursuant to the Reorganization Agreement, dated October 27, 2020, among the Issuer, QL Holdings LLC ("QLH") and other parties named therein, pursuant to which the Reporting Person's equity interests in QLH were contributed to the Issuer in exchange for the same number of shares of Class A Common Stock of the Issuer, and which are subject to future vesting pursuant to the Reporting Person's award agreements. Approximately 922 of such shares will vest ratably each month through August 15, 2024, subject to the Reporting Person's continued employment with the Issuer through each vesting date.

Consists of Restricted Stock Units ("RSUs") granted to the Reporting Person on February 22, 2021 pursuant to the Issuer's Omnibus Incentive Plan, which are unvested as of the date hereof. 675 of such RSUs will vest quarterly over the first four years following the date of grant, subject to continued employment with the Issuer through each vesting date.

Remarks:

Mr. Carlson was appointed as Interim Principal Financial and Accounting Officer of the Company on November 2, 2021. Exhibit 24 - Power of Attorney