Eugene Nonko - Nov 15, 2022 Form 4 Insider Report for MediaAlpha, Inc. (MAX)

Role
CHIEF TECHNOLOGY OFFICER AND CO-FOUNDER, Director
Signature
/s/ Lance Martinez, attorney-in-fact
Stock symbol
MAX
Transactions as of
Nov 15, 2022
Transactions value $
-$8,652,308
Form type
4
Date filed
11/17/2022, 05:05 PM
Previous filing
Nov 1, 2022
Next filing
Jan 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MAX Class A Common Stock Options Exercise $0 +18.3K +1.82% $0.00 1.02M Nov 15, 2022 Direct F1
transaction MAX Class A Common Stock Other -$4.33M -292K -28.56% $14.81 731K Nov 15, 2022 Direct F2
transaction MAX Class A Common Stock Other -$4.33M -292K -39.97% $14.81 439K Nov 15, 2022 Direct F3

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
transaction MAX Restricted Stock Units Options Exercise $0 -18.3K -7.14% $0.00 238K Nov 15, 2022 Class A Common Stock 18.3K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
F2 On November 15, 2022, Mr. Nonko transferred 292,209 shares of Class A Common Stock to The Nonko Family GST Trust, an irrevocable trust for the benefit of Mr. Nonko's spouse and children, to satisfy indebtedness of Mr. Nonko to such trust in the amount of $4.3 million, with the numbers of shares determined by averaging the high and low sales prices of the Class A Common Stock as reported by the New York Stock Exchange on November 15, 2022. Following such transfer, neither Mr. Nonko nor his spouse has any voting or dispositive power with respect to the shares of Class A Common Stock so transferred.
F3 On November 15, 2022, Mr. Nonko transferred 292,209 shares of Class A Common Stock to the Olga Nonko Trust, an irrevocable trust for the benefit of Mr. Nonko and their children, to satisfy indebtedness of Mr. Nonko to such trust in the amount of $4.3 million, with the numbers of shares determined by averaging the high and low sales prices of the Class A Common Stock as reported by the New York Stock Exchange on November 15, 2022. Following such transfer, neither Mr. Nonko nor his spouse has any voting or dispositive power with respect to the shares of Class A Common Stock so transferred.
F4 Each RSU represents a contingent right to receive one share of Class A Common Stock, or at the option of the Compensation Committee, cash of equivalent value.
F5 One sixteenth of the RSUs vested on May 15, 2022 and the remainder will vest in equal quarterly installments through February 15, 2026, in each case subject to continued employment with the Issuer through each vesting date.

Remarks:

CHIEF TECHNOLOGY OFFICER AND CO-FOUNDER