0000899243-20-030237.txt : 20201103 0000899243-20-030237.hdr.sgml : 20201103 20201103164248 ACCESSION NUMBER: 0000899243-20-030237 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201030 FILED AS OF DATE: 20201103 DATE AS OF CHANGE: 20201103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sweetser Jeff CENTRAL INDEX KEY: 0001830019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39671 FILM NUMBER: 201284043 MAIL ADDRESS: STREET 1: 700 SOUTH FLOWER STREET STREET 2: SUITE 640 CITY: LOS ANGELES STATE: CA ZIP: 90017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MediaAlpha, Inc. CENTRAL INDEX KEY: 0001818383 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 851854133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 700 SOUTH FLOWER STREET STREET 2: SUITE 640 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 619-393-9368 MAIL ADDRESS: STREET 1: 700 SOUTH FLOWER STREET STREET 2: SUITE 640 CITY: LOS ANGELES STATE: CA ZIP: 90017 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-10-30 0 0001818383 MediaAlpha, Inc. MAX 0001830019 Sweetser Jeff C/O MEDIAALPHA, INC. 700 SOUTH FLOWER STREET, SUITE 640 LOS ANGELES CA 90017 0 1 0 0 See Remarks CLASS B COMMON STOCK 2020-10-30 4 S 0 28929 D 164541 D CLASS B-1 UNITS OF QL HOLDINGS LLC 2020-10-30 4 S 0 28929 D CLASS A COMMON STOCK 28929 164541 D RESTRICTED STOCK UNITS 2020-10-30 4 A 0 91888 A CLASS A COMMON STOCK 91888 91888 D On October 27, 2020, MediaAlpha, Inc. (the "Issuer"), closed its initial public offering (the "IPO") of its shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"). A portion of the net proceeds to the Issuer from the sale of shares of Class A common stock in the IPO was used to purchase 28,929 Class B-1 units of QL Holdings LLC (the "Class B-1 Units" and "QLH", respectively) (together with an equivalent number of shares of Class B Common Stock, par value $0.01 per share (the "Class B Stock")) from the Reporting Person, at a price of $17.67 per Class B-1 Unit (and no additional consideration for the shares of Class B Stock). Pursuant to the Exchange Agreement, dated October 27, 2020, among the Issuer, QLH, Guilford Holdings, Inc. and the Class B-1 members of QLH, each Class B-1 Unit (together with one share of Class B Stock for every Class B-1 Unit) is exchangeable for one share of the Issuer's Class A Common Stock, par value $0.01 per share, subject to vesting conditions set forth in separate agreements. Pursuant to the executive's award agreements, 25% of the equity granted will vest on the first anniversary of the vesting commencement date set forth in the agreement, and the remaining 75% of the equity will vest ratably each month over the following 36 months. Represents grant of restricted stock units under the Issuer's Omnibus Incentive Plan granted in connection with the IPO, effective as of October 30, 2020. The restricted stock units will vest quarterly over the first three years following the date of grant, subject to continued employment with the Issuer through each vesting date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. VICE PRESIDENT, SUPPLY PARTNERSHIPS /s/ Lance Martinez, attorney-in-fact for Sweetser Jeff 2020-11-02