Amended Statement of Ownership (sc 13g/a)
February 11 2022 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
MediaAlpha,
Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
58450V104
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to
Designate the Rule Pursuant to Which this Schedule Is Filed:
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons
Insignia Capital Partners GP, L.L.C.
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
8,774,694
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
8,774,694
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,774,694(1) (See Item 4)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of
Class Represented By Amount in Row (9)
18.2%(2)
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12.
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Type of Reporting Person
(See Instructions)
OO
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Remarks:
(1)
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Represents 8,774,694 shares of Class A Common Stock issuable upon the exchange of an equivalent number of
Units of QL Holdings, LLC (Units) (and upon the forfeiture of an equivalent number of the Issuers shares of Class B Common Stock (Class B Shares)).
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(2)
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Calculated based on (i) 39,402,430 shares of Class A Common Stock outstanding as of October 29, 2021
as reported on the Issuers Form 10-Q, filed on November 12, 2021 and (ii) 8,774,694 shares of Class A Common Stock issuable upon the exchange of 8,774,694 Units (and forfeiture of an equivalent
number of Class B Shares).
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1.
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Names of Reporting Persons
Insignia Capital Partners, L.P.
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
4,903,857
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,903,857
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,903,857(1) (See Item 4)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of
Class Represented By Amount in Row (9)
10.2%(2)
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12.
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Type of Reporting Person
(See Instructions)
PN
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Remarks:
(1)
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Represents 4,903,857 shares of Class A Common Stock issuable upon the exchange of an equivalent number of
Units (and upon the forfeiture of an equivalent number of the Issuers Class B Shares).
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(2)
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Calculated based on (i) 39,402,430 shares of Class A Common Stock outstanding as of October 29, 2021
as reported on the Issuers Form 10-Q, filed on November 12, 2021 and (ii) 8,774,694 shares of Class A Common Stock issuable upon the exchange of 8,774,694 Units (and forfeiture of an equivalent
number of Class B Shares).
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1.
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Names of Reporting Persons
Insignia Capital Partners (AIV), L.P.
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
3,870,837
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,870,837
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,870,837(1) (See Item 4)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of
Class Represented By Amount in Row (9)
8.0%(2)
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12.
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Type of Reporting Person
(See Instructions)
PN
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(1)
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Represents 3,870,837 shares of Class A Common Stock issuable upon the exchange of an equivalent number of
Units (and upon the forfeiture of an equivalent number of the Issuers Class B Shares).
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(2)
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Calculated based on (i) 39,402,430 shares of Class A Common Stock outstanding as of October 29, 2021
as reported on the Issuers Form 10-Q, filed on November 12, 2021 and (ii) 8,774,694 shares of Class A Common Stock issuable upon the exchange of 8,774,694 Units (and forfeiture of an equivalent
number of Class B Shares).
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1.
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Names of Reporting Persons
Insignia Capital Partners (Parallel A), L.P.
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
3,870,837
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,870,837
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,870,837(1) (See Item 4)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of
Class Represented By Amount in Row (9)
8.0%(2)
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12.
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Type of Reporting Person
(See Instructions)
PN
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(1)
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Represents 3,870,837 shares of Class A Common Stock issuable upon the exchange of an equivalent number of
Units (and upon the forfeiture of an equivalent number of the Issuers Class B Shares).
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(2)
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Calculated based on (i) 39,402,430 shares of Class A Common Stock outstanding as of October 29, 2021
as reported on the Issuers Form 10-Q, filed on November 12, 2021 and (ii) 8,774,694 shares of Class A Common Stock issuable upon the exchange of 8,774,694 Units (and forfeiture of an equivalent
number of Class B Shares).
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1.
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Names of Reporting Persons
Insignia QL Holdings, LLC
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
4,903,857
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,903,857
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,903,857(1) (See Item 4)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
|
11.
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Percent of
Class Represented By Amount in Row (9)
10.2%(2)
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12.
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Type of Reporting Person
(See Instructions)
OO
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(1)
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Represents 4,903,857 shares of Class A Common Stock issuable upon the exchange of an equivalent number of
Units (and upon the forfeiture of an equivalent number of the Issuers Class B Shares).
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(2)
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Calculated based on (i) 39,402,430 shares of Class A Common Stock outstanding as of October 29, 2021
as reported on the Issuers Form 10-Q, filed on November 12, 2021 and (ii) 8,774,694 shares of Class A Common Stock issuable upon the exchange of 8,774,694 Units (and forfeiture of an equivalent
number of Class B Shares).
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1.
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Names of Reporting Persons
Insignia A QL Holdings, LLC
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
|
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Sole Voting Power
0
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6.
|
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Shared Voting Power
3,870,837
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,870,837
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,870,837(1) (See Item 4)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of
Class Represented By Amount in Row (9)
8.0%(2)
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12.
|
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Type of Reporting Person
(See Instructions)
OO
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(1)
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Represents 3,870,837 shares of Class A Common Stock issuable upon the exchange of an equivalent number of
Units (and upon the forfeiture of an equivalent number of the Issuers Class B Shares).
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(2)
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Calculated based on (i) 39,402,430 shares of Class A Common Stock outstanding as of October 29, 2021
as reported on the Issuers Form 10-Q, filed on November 12, 2021 and (ii) 8,774,694 shares of Class A Common Stock issuable upon the exchange of 8,774,694 Units (and forfeiture of an equivalent
number of Class B Shares).
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Item 1(a).
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Name of Issuer
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MediaAlpha, Inc. (the Issuer)
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Item 1(b).
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Address of the Issuers Principal Executive Offices
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700 South Flower Street, Suite 640
Los Angeles,
CA 90017
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Item 2(a).
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Names of Persons Filing
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This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k)
promulgated by the Commission pursuant to Section 13 of the Act: (i) Insignia Capital Partners GP, LLC (Insignia GP), (ii) Insignia Capital Partners LP (Insignia Capital), (iii) Insignia QL Holdings, LLC
(Insignia QL), (iv) Insignia A QL Holdings, LLC (Insignia A), (v) Insignia Capital Partners (AIV), L.P. (Insignia AIV) and (vi) Insignia Capital Partners (Parallel A), L.P. (Parallel A and
together with Insignia GP, Insignia Capital, Insignia QL, Insignia A and Insignia AIV, the Reporting Persons).
The Reporting Persons have
entered into a Joint Filing Agreement, dated February 12, 2021, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule
13d-1(k)(1) under the Act. The Joint Filing Agreement was previously filed as an exhibit to the original Schedule 13G filing.
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Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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The principal business address of each of the Reporting Persons is:
1333 North California Boulevard, Suite 520
Walnut Creek, CA
94596
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Item 2(c).
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Citizenship
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See responses to Item 4 on each cover page.
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Item 2(d).
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Title of Class of Securities
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Class A Common Stock, par value $0.01 per share
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Item 2(e).
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CUSIP Number
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58450V104
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
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Not Applicable.
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Item 4.
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Ownership
(a) Amount beneficially owned: See responses to Item 9 on each cover page.
(b) Percent of Class: See
responses to Item 11 on each cover page.
(c) Number of shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the
vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to
direct the vote:
See responses to Item 6 on each cover
page.
(iii) Sole power to
dispose or to direct the disposition of:
See responses to
Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Parallel A and Insignia AIV are members of Insignia A having the
power to appoint the majority of the board of managers of Insignia A. Insignia Capital (and together with Parallel A and Insignia AIV, the Insignia Fund) is the managing member of Insignia QL. Insignia GP is the general partner of the
Insignia Fund. Voting and investment control over the securities held directly by Insignia A and Insignia QL is exercised by majority vote of the three member Investment Committee of Insignia GP (the Committee), comprised of David Lowe,
Anthony Broglio and Melvyn Deane. Consequently, the Insignia GP may be deemed to beneficially own the securities held directly by Insignia A and Insignia QL, Insignia Capital may be deemed to beneficially own the securities held directly by Insignia
QL, and Insignia AIV and Parallel A may each be deemed to beneficially own the securities held directly by Insignia A. Messrs. Lowe, Broglio and Deane disclaim beneficial ownership of the securities held directly by Insignia A and Insignia QL. This
Statement shall not be construed as an admission that any member of the Committee or any Reporting Person is, for purposes of Section 13(d) or 13(g), beneficial owners of the reported securities.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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Item 10.
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Certification
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Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
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INSIGNIA CAPITAL PARTNERS GP, L.L.C.
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/s/ Tony Broglio
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Name: Tony Broglio
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Title: Managing Member
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INSIGNIA CAPITAL PARTNERS, L.P.
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/s/ Tony Broglio
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Name: Tony Broglio
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Title: Managing Member
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INSIGNIA CAPITAL PARTNERS (AIV), L.P.
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/s/ Tony Broglio
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Name: Tony Broglio
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Title: Managing Member
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INSIGNIA CAPITAL PARTNERS
(PARALLEL
A), L.P.
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/s/ Tony Broglio
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Name: Tony Broglio
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Title: Managing Member
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INSIGNIA QL HOLDINGS, LLC
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/s/ Tony Broglio
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Name: Tony Broglio
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Title: President and Secretary
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INSIGNIA A QL HOLDINGS, LLC
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/s/ Tony Broglio
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Name: Tony Broglio
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Title: President and Secretary
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