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

Role
CHIEF TECHNOLOGY OFFICER AND CO-FOUNDER, Director
Signature
/s/ Lance Martinez, attorney-in-fact
Issuer symbol
MAX
Transactions as of
15 Nov 2022
Net transactions value
-$8,652,308
Form type
4
Filing time
17 Nov 2022, 17:05:05 UTC
Previous filing
01 Nov 2022
Next filing
31 Jan 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MAX Class A Common Stock Options Exercise $0 +18,294 +1.8% $0.000000 1,023,200 15 Nov 2022 Direct F1
transaction MAX Class A Common Stock Other $4,326,154 -292,209 -29% $14.80 730,991 15 Nov 2022 Direct F2
transaction MAX Class A Common Stock Other $4,326,154 -292,209 -40% $14.80 438,782 15 Nov 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 -18,294 -7.1% $0.000000 237,819 15 Nov 2022 Class A Common Stock 18,294 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