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^*

Carlson Cort Allan

(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)
11/02/2021

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

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

	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 A Common Stock⁽¹⁾	38,506	D

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)
Restricted Stock Units	⁽²⁾	⁽²⁾	Class A Common Stock	9,450	⁽²⁾	D

Explanation of Responses:

1. Includes 35,408 shares of Class A Common Stock of MediaAlpha, Inc. (the "Issuer") issued to the Reporting Person pursuant to the Reorganization Agreement, dated October 27, 2020, among the Issuer, QL Holdings LLC ("QLH") and other parties named therein, pursuant to which the Reporting Person's equity interests in QLH were contributed to the Issuer in exchange for the same number of shares of Class A Common Stock of the Issuer. Pursuant to the Reporting Person's award agreements, 25% of such shares vested on August 31, 2021, and the remaining 75% vest ratably each month over the following 36 months.

2. Consists of Restricted Stock Units ("RSUs") granted to the Reporting Person on February 22, 2021 pursuant to the Issuer's Omnibus Incentive Plan, which are unvested as of the date hereof. 675 of such RSUs will vest quarterly over the first four years following the date of grant, subject to continued employment with the Issuer through each vesting date.

Remarks:

Mr. Carlson was appointed as Interim Principal Financial and Accounting Officer of the Company on November 2, 2021. Exhibit 24 - Power of Attorney

	/s/ Lance Martinez, attorney-in-fact	11/12/2021
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.