Sec Form 4 Filing - Mikalis Brian @ MediaAlpha, Inc. - 2021-07-30

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 Mikalis Brian 2. Issuer Name and Ticker or Trading Symbol MediaAlpha, Inc. [ MAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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) 07/30/2021 (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 07/30/2021 M 10,210 A $ 0 ( 1 ) 20,419 D Class A Common Stock 08/02/2021 M 4,249 A $ 0 ( 2 ) 24,668 D Class A Common Stock 08/02/2021 S( 3 ) 5,817 D $ 32.6469 ( 4 ) 18,851 D Class A Common Stock 08/02/2021 S( 3 ) 4,393 D $ 33.1709 ( 5 ) 14,458 D Class A Common Stock 08/03/2021 S( 3 ) 4,249 D $ 32.54 10,209 D

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 Restricted Stock Units $ 0 ( 6 ) 07/30/2021 M 10,210 ( 7 ) ( 7 ) Class A Common Stock 10,210 $ 0 91,889 D Class B-1 Units of QL Holdings LLC and Class B Common Stock ( 2 ) 08/02/2021 M 4,249 ( 8 ) ( 8 ) Class A Common Stock 4,249 $ 0 ( 2 ) 135,967 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mikalis Brian C/O MEDIAALPHA, INC. 700 SOUTH FLOWER STREET, SUITE 640 LOS ANGELES, CA90017 See Remarks Signatures /s/ Lance Martinez, attorney-in-fact 08/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). ( 2 )On August 2, 2021, the Reporting Person exchanged 4,249 Class B-1 Units of QL Holdings LLC (the "Class B-1 Units"), along with 4,249 shares of Class B Common Stock (the "Class B Common Stock") for shares of Class A Common Stock on a one-for-one basis. ( 3 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. ( 4 )Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $32.19 to $33.00 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 5 )Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $33.04 to $33.31 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 6 )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. ( 7 )On October 30, 2020, the Reporting Person was granted 122,518 RSUs, which have vested or will vest quarterly over the first three years following the date of grant, subject to continued employment with the Issuer through each vesting date. ( 8 )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, subject to vesting conditions set forth in separate agreements.

Remarks: SENIOR VICE PRESIDENT, DEMAND PARTNERSHIPS

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

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