Sec Form 4 Filing - Yi Steven @ MediaAlpha, Inc. - 2022-04-15

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 Yi Steven 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) 04/15/2022 (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

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 Performance Restricted Stock Units ( 1 ) 04/15/2022 A 60,150 ( 2 ) ( 2 ) Class A Common Stock 60,150 $ 0( 3 ) 60,150 D

Reporting Owners Reporting Owner Name / Address Relationships D irector 10% Owner Officer Other Yi Steven C/O MEDIAALPHA, INC. 700 SOUTH FLOWER STREET, SUITE 640 LOS ANGELES, CA90017 X See Remarks Signatures /s/ Lance Martinez, attorney-in-fact 04/27/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents grant of performance based restricted stock units ("PRSUs") under the Issuer's Omnibus Equity Incentive Plan granted April 15, 2022. ( 2 )The PRSUs will vest based on the achievement of certain performance measures determined by the Issuer's Compensation Committee (the "Committee") and the resulting value earned, which amount shall be divided by the weighted-average closing price of the Company's Class A common stock for the 90-day period ended as of the Friday preceding the Committee's determination of the achievement of such performance measures to determine the number of PRSUs to be vested (rounded up to the nearest whole share). ( 3 )Each PRSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Remarks: CHIEF EXECUTIVE OFFICER, PRESIDENT 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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