Patrick Ryan Thompson - Feb 15, 2023 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
Feb 15, 2023
Transactions value $
-$105,907
Form type
4
Date filed
2/17/2023, 03:51 PM
Previous filing
Nov 17, 2022
Next filing
Mar 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 +13.57% $0.00 157K Feb 15, 2023 Direct F1
transaction MAX Class A Common Stock Tax liability -$71.7K -4.99K -3.18% $14.37 152K Feb 15, 2023 Direct F2
transaction MAX Class A Common Stock Options Exercise $0 +9.77K +6.43% $0.00 162K Feb 15, 2023 Direct F1
transaction MAX Class A Common Stock Tax liability -$34.2K -2.38K -1.47% $14.37 159K Feb 15, 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 -18.7K -33.33% $0.00 37.5K Feb 15, 2023 Class A Common Stock 18.7K Direct F4, F5
transaction MAX Restricted Stock Units Options Exercise $0 -9.77K -8.33% $0.00 107K Feb 15, 2023 Class A Common Stock 9.77K Direct F4, F6
* 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, 4,990 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, 2,380 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 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