Sec Form 3 Filing - INSIGNIA CAPITAL PARTNERS GP, L.L.C. @ MediaAlpha, Inc. - 2020-10-28

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person INSIGNIA CAPITAL PARTNERS GP, L.L.C. 2. Issuer Name and Ticker or Trading Symbol MediaAlpha, Inc. [ MAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1333 NORTH CALIFORNIA BOULEVARD, STE 520 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2020 (Street) WALNUT CREEK, CA94596 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock 12,505,284 ( 1 ) I See Footnotes ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B-1 Units ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 12,505,284 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other INSIGNIA CAPITAL PARTNERS GP, L.L.C. 1333 NORTH CALIFORNIA BOULEVARD, STE 520 WALNUT CREEK, CA94596 X INSIGNIA A QL HOLDINGS, LLC 1333 NORTH CALIFORNIA BOULEVARD, STE 520 WALNUT CREEK, CA94596 X INSIGNIA QL HOLDINGS, LLC 1333 NORTH CALIFORNIA BOULEVARD, STE 520 WALNUT CREEK, CA94596 X Insignia Capital Partners (Parallel A), L.P. 1333 NORTH CALIFORNIA BOULEVARD, STE 520 WALNUT CREEK, CA94596 X INSIGNIA CAPITAL PARTNERS (AIV), L.P. 1333 NORTH CALIFORNIA BOULEVARD, STE 520 WALNUT CREEK, CA94596 X Insignia Capital Partners, L.P. 1333 NORTH CALIFORNIA BOULEVARD, STE 520 WALNUT CREEK, CA94596 X Signatures /s/ Tony Broglio, as Managing Member of Insignia Capital Partners GP, LLC 10/28/2020 Signature of Reporting Person Date /s/ Tony Broglio, as Managing Member of Insignia Capital Partners LP 10/28/2020 Signature of Reporting Person Date /s/ Tony Broglio, as Managing Member of Insignia Capital Partner (AIV), LP 10/28/2020 Signature of Reporting Person Date /s/ Tony Broglio, as Managing Member of Insignia Capital Partner (Parralel A), LP 10/28/2020 Signature of Reporting Person Date /s/ Tony Broglio, as President and Secretary of Insignia QL Holdings, LLC 10/28/2020 Signature of Reporting Person Date /s/ Tony Broglio, as President and Secretary of Insignia A QL Holdings, LLC 10/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In the reorganization of QL Holdings LLC, LLC (the "LLC") and the creation of the Issuer as a public holding company for the LLC (the "Reorganization"), shares of the Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Shares") were issued and sold at par value to members of the LLC holding Class B-1 Common Units of the LLC prior to the Reorganization. One Class B Share was issued and sold for every one Class B-1 Unit owned by a member. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation filed in connection with the Reorganization, the Class B Shares (i) confer no economic rights on the holders thereof, (ii) confer only voting rights on the holders thereof and (iii) may be issued only to holders of Class B-1 Units. ( 2 )Includes 5,516,536 Class B Shares owned directly by Insignia A QL Holdings, LLC ("Insignia A") and 6,988,748 Class B Shares owned directly by Insignia QL Holdings, LLC ("Insignia QL"). 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. ( 3 )(Continued from footnote 2) 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, 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. ( 4 )Pursuant to the Exchange Agreeement, dated October 27, 2020, by and among the Issuer, the LLC and the members of the LLC (the "Exchange Agreement"), the Class B-1 Units (together with one Class B Share for every Class B-1 Unit) are exchangeable for one shares of the Issuer's Class A Common Stock, par value $0.001 per share ("Class A Common Stock"). ( 5 )Includes 5,516,536 Class B-1 Units of the LLC owned directly by Insignia A and 6,988,748 Class B-1 Units of the LLC owned directly by Insignia QL. Each Class B-1 Unit is exchangeable for one share of the Issuer's Class A Common Stock pursuant to the Exchange Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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