SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Yi Steven

(Last)

(First)

(Middle)

C/O MEDIAALPHA, INC.

700 SOUTH FLOWER STREET, SUITE 640

(Street)

LOS ANGELES

90017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2020

3. Issuer Name and Ticker or Trading Symbol
MediaAlpha, Inc. [ MAX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
CLASS B COMMON STOCK⁽¹⁾	47,630	D
CLASS B COMMON STOCK⁽¹⁾	4,712,375	I	By OBF Investments, LLC⁽²⁾
CLASS B COMMON STOCK⁽¹⁾	897,928	I	By QuoteLab Holdings, Inc.⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
CLASS B-1 UNITS OF QL HOLDINGS LLC	⁽⁴⁾	⁽⁴⁾	CLASS A COMMON STOCK	47,630	⁽⁴⁾	D
CLASS B-1 UNITS OF QL HOLDINGS LLC	⁽⁴⁾	⁽⁴⁾	CLASS A COMMON STOCK	4,712,375	⁽⁴⁾	I	By OBF Investments, LLC⁽⁵⁾
CLASS B-1 UNITS OF QL HOLDINGS LLC	⁽⁴⁾	⁽⁴⁾	CLASS A COMMON STOCK	897,928	⁽⁴⁾	I	By QuoteLab Holdings, Inc.⁽⁶⁾

Explanation of Responses:

1. Pursuant to the offering reorganization completed immediately prior to completion of the initial public offering of MediaAlpha, Inc. (the "Issuer") contemplated by the reorganization agreement, dated October 27, 2020, among the Issuer, QL Holdings LLC (the "QLH") and other parties named therein, the limited liability company agreement of QLH was amended and restated to, among other things, convert all of the equity interests held by the members of QLH (except Guilford Holdings, Inc.) into Class B-1 units of QLH. These members of QLH contributed a certain amount of cash to the Issuer in exchange for shares of Class B common stock, par value 0.01$ per share, of the Issuer (the "Class B Stock"). Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the shares of Class B Stock (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 of QLH.

2. Reflects shares of Class B Common Stock held directly by OBF Investments, LLC. Mr. Yi is the managing member and OBF Investments, LLC is wholly owned indirectly by Mr. Yi and his wife.

3. Reflects 35% of the 2,565,508 shares of Class B Common Stock held directly by QuoteLab Holdings, Inc. Mr. Yi is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc.

4. Pursuant to the Exchange Agreement, dated October 27, 2020, among the Issuer, QLH, Guilford Holdings, Inc. and the Class B-1 members of QLH, the Class B-1 Units (together with one share of Class B Stock for every Class B-1 Unit) are exchangeable for one shares of the Issuer's Class A Common Stock, par value $0.01 per share.

5. Reflects shares of Class B-1 Units of QLH held directly by OBF Investments, LLC. Mr. Yi is the managing member and OBF Investments, LLC is wholly owned indirectly by Mr. Yi and his wife.

6. Reflects 35% of the 2,565,508 shares of Class B Common Stock held directly by QuoteLab Holdings, Inc. Mr. Yi is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc.

Remarks:

CHIEF EXECUTIVE OFFICER, PRESIDENT AND CO-FOUNDER Exhibit 24 - Power of Attorney

	/s/ Lance Martinez, attorney-in-fact for Yi Steven	10/27/2020
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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