Patrick Ryan Thompson - Nov 15, 2022 Form 4 Insider Report for MediaAlpha, Inc. (MAX)

Role
Chief Financial Officer and Treasurer
Signature
/s/ Lance Martinez, attorney-in-fact
Stock symbol
MAX
Transactions as of
Nov 15, 2022
Transactions value $
-$326,325
Form type
4
Date filed
11/17/2022, 05:05 PM
Previous filing
Aug 17, 2022
Next filing
Feb 17, 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 +18.7K +18.18% $0.00 122K Nov 15, 2022 Direct F1
transaction MAX Class A Common Stock Tax liability -$106K -7.42K -6.09% $14.31 114K Nov 15, 2022 Direct F2
transaction MAX Class A Common Stock Options Exercise $0 +39.1K +34.15% $0.00 154K Nov 15, 2022 Direct F1
transaction MAX Class A Common Stock Tax liability -$220K -15.4K -10.02% $14.31 138K 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 -18.7K -25% $0.00 56.2K Nov 15, 2022 Class A Common Stock 18.7K Direct F4, F5
transaction MAX Restricted Stock Units Options Exercise $0 -39.1K -25% $0.00 117K Nov 15, 2022 Class A Common Stock 39.1K Direct F6, F7
* 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 In accordance with the terms of the RSU grant, 7,423 shares of MediaAlpha, Inc. Class A Common Stock were automatically withheld at vesting to cover required tax withholding.
F3 In accordance with the terms of the RSU grant, 15,381 shares of MediaAlpha, Inc. Class A Common Stock were automatically withheld at vesting to cover required tax withholding.
F4 Consists of RSUs granted to the Reporting Person on December 6, 2021 pursuant to the Issuer's Omnibus Incentive Plan, each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock, or at the option of the Compensation Committee, cash of equivalent value, upon vesting.
F5 18.8% of such RSUs vested quarterly on February 15, 2022, May 15, 2022 and August 15, 2022, and the remainder will vest quarterly through August 15, 2023, in each case subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.
F6 Consists of RSUs granted to the Reporting Person on December 6, 2021 pursuant to the Issuer's Omnibus Incentive Plan, each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock, or at the option of the Compensation Committee, cash of equivalent value, upon vesting.
F7 One quarter of such RSUs vested on November 15, 2022, and the remainder will vest quarterly through November 15, 2025, in each case subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Remarks:

Chief Financial Officer and Treasurer