MAX MediaAlpha Inc

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

1. Name and Address of Reporting Person * Carlson Cort Allan	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/YYYY) 11/15/2021
(Street) LOS ANGELES, CA 90017 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 11/17/2021	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	11/15/2021		M		675	A	$0 (1)	41675	D
Class A Common Stock	11/15/2021		F		234 (2)	D	$18.23	41441	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	(3)	11/15/2021		M			675	(4)	(4)	Class A Common Stock	675.0	$0	8775	D

Explanation of Responses:
(1)	One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
(2)	Pursuant to the terms of the February 22, 2021 RSU grant, 234 shares of MediaAlpha, Inc. Class A Common Stock were automatically withheld at vesting to cover required tax withholding.
(3)	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.
(4)	Consists of Restricted Stock Units 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: VP, Corporate Controller and Interim Principal Financial and Accounting Officer

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Carlson Cort Allan C/O MEDIAALPHA, INC. 700 SOUTH FLOWER STREET, SUITE 640 LOS ANGELES, CA 90017			See Remarks

Signatures
/s/ Lance Martinez, attorney-in-fact		11/24/2021
**Signature of Reporting Person		Date