Catherine Hull Cunningham - 15 Feb 2023 Form 4 Insider Report for MediaAlpha, Inc. (MAX)

Role: Chief People Officer
Signature: /s/ Lance Martinez, attorney-in-fact
Issuer symbol: MAX
Transactions as of: 15 Feb 2023
Net transactions value: -$28,711
Form type: 4
Filing time: 17 Feb 2023, 15:49:37 UTC
Previous filing: 17 Nov 2022
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	+3,694	+33%	$0.000000	14,876	15 Feb 2023	Direct	F1
transaction	MAX	Class A Common Stock	Tax liability	$21,656	-1,507	-10%	$14.37	13,369	15 Feb 2023	Direct	F2
transaction	MAX	Class A Common Stock	Options Exercise	$0	+1,203	+9%	$0.000000	14,572	15 Feb 2023	Direct	F1
transaction	MAX	Class A Common Stock	Tax liability	$7,056	-491	-3.4%	$14.37	14,081	15 Feb 2023	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	-3,694	-7.7%	$0.000000	44,325	15 Feb 2023	Class A Common Stock	3,694		Direct	F4, F5
transaction	MAX	Restricted Stock Units	Options Exercise	$0	-1,203	-9.1%	$0.000000	12,032	15 Feb 2023	Class A Common Stock	1,203		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, 1,507 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, 491 shares of MediaAlpha, Inc. Class A Common Stock were automatically withheld at vesting to cover required tax withholding.
F4	Represents grant of RSUs under the Issuer's Omnibus Equity Incentive Plan granted March 15, 2022.
F5	One sixteenth of the RSUs vested on May 15, 2022 and the remainder will vest quarterly over the following four years, in each case subject to continued employment with the Issuer through each vesting date.
F6	Represents grant of RSUs under the Issuer's Omnibus Equity Incentive Plan granted September 15, 2021.
F7	One quarter of the RSUs vested on August 15, 2022 and the remainder will vest quarterly over the following three years, in each case subject to continued employment with the Issuer through each vesting date.