Insignia Capital Partners Gp, L.L.C. - Mar 1, 2024 Form 4 Insider Report for MediaAlpha, Inc. (MAX)

Role
10%+ Owner
Signature
/s/ Tony Broglio, as Managing Member of Insignia Capital Partners GP, LLC
Stock symbol
MAX
Transactions as of
Mar 1, 2024
Transactions value $
$0
Form type
4
Date filed
3/5/2024, 05:23 PM
Next filing
Mar 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MAX Class A Common Stock Conversion of derivative security +3M 3M Mar 1, 2024 See Footnote F1, F2, F3
transaction MAX Class B Common Stock Other -3M -34.19% 5.77M Mar 1, 2024 See Footnote F1, F2, F3, F4

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 Class B-1 Units Conversion of derivative security $0 -3M -34.19% $0.00 5.77M Mar 1, 2024 Class A Common Stock 3M $0.00 See Footnote F1, F2, F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the exchange (the "Exchange") of 1,676,591 and 1,323,409 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 Agreement, 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").
F2 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,
F3 (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.
F4 Includes 2,547,428 Class B Shares held directly by Insignia A and 3,227,266 Class B Shares held directly by Insignia QL.
F5 Pursuant to the Exchange Agreement, 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.
F6 Includes 2,547,428 Class B-1 Units of the LLC held directly by Insignia A and 3,227,266 Class B-1 Units of the LLC held directly by Insignia QL.