Sec Form 4 Filing - Nonko Eugene @ MediaAlpha, Inc. - 2021-03-23

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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FORM 4
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 *
Nonko Eugene
2. Issuer Name and Ticker or Trading Symbol
MediaAlpha, Inc. [ MAX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O MEDIAALPHA, INC., 700 SOUTH FLOWER STREET, SUITE 640
3. Date of Earliest Transaction (MM/DD/YY)
03/23/2021
(Street)
LOS ANGELES, CA90017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 A Common Stock ( 1 ) 03/23/2021 C 643,844 A 643,844 I By O.N.E. Holdings,LLC ( 3 )
Class A Common Stock 03/23/2021 S 643,844 D $ 44.62 ( 4 ) 0 I By O.N.E. Holdings,LLC ( 3 )
Class A Common Stock 03/23/2021 C 198,024 A 198,024 I By QuoteLab Holdings, Inc. ( 5 )
Class A Common Stock 03/23/2021 S 198,024 D $ 44.62 ( 4 ) 0 I By QuoteLab Holdings, Inc. ( 5 )
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 of QL Holdings LLC and Class B Common Stock ( 6 ) ( 2 ) 03/23/2021 C( 6 ) 643,844 ( 6 ) ( 6 ) Class A Common Stock 643,844 ( 2 ) ( 6 ) 3,970,051 I By O.N.E. Holdings,LLC ( 3 )
Class B-1 Units of QL Holdings LLC and Class B Common Stock ( 6 ) ( 2 ) 03/23/2021 C( 6 ) 198,024 ( 5 ) ( 6 ) ( 6 ) Class A Common Stock 198,024 ( 2 ) ( 6 ) 0 I By QuoteLab Holdings, Inc. ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nonko Eugene
C/O MEDIAALPHA, INC.
700 SOUTH FLOWER STREET, SUITE 640
LOS ANGELES, CA90017
X See Remarks
Signatures
/s/ Lance Martinez, attorney-in-fact for Nonko Eugene 03/25/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 23, 2021, MediaAlpha, Inc. (the "Issuer") closed a secondary offering of its shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"). The Issuer did not offer any of its common stock in the offering and did not receive any proceeds from the offering.
( 2 )On March 23, 2021, O.N.E. Holdings, LLC exchanged 643,844 Class B-1 Units of QL Holdings LLC (the "Class B-1 Units"), along with 643,844 shares of Class B Common Stock (the "Class B Common Stock") for shares of Class A Common Stock on a one-for-one basis and QuoteLab Holdings, Inc. exchanged 565,783 Class B-1 Units, along with 565,783 Class B Common Stock for shares of Class A Common Stock on a one-for-one basis.
( 3 )Reflects shares of Class B-1 Units held directly by O.N.E. Holdings, LLC. Mr. Nonko is the managing member and O.N.E. Holdings, LLC is owned by Mr. Nonko and his immediate family.
( 4 )This amount represents the $46.00 secondary public offering price per share of Class A Common Stock, less the underwriting discount of $1.38 per share.
( 5 )Reflects 35% of the 565,783 shares of Class B-1 Units sold directly by QuoteLab Holdings, Inc. Mr. Nonko is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc.
( 6 )Pursuant to the Exchange Agreement, dated October 27, 2020, among the Issuer, QL Holdings LLC ("QLH"), Guilford Holdings, Inc. and the Class B-1 members of QLH, each Class B-1 Unit, together with one share of Class B Common Stock, is exchangeable for one share of Class A Common Stock.

Remarks:
CHIEF TECHNOLOGY OFFICER AND CO-FOUNDER

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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