Statement of Changes in Beneficial Ownership (4)
March 17 2022 - 4:59PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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COYNE JEFFREY B |
2. Issuer Name and Ticker or Trading Symbol
MediaAlpha, Inc.
[
MAX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) GENERAL COUNSEL AND SECRETARY |
(Last)
(First)
(Middle)
C/O MEDIAALPHA, INC., 700 SOUTH FLOWER STREET, SUITE 640 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/15/2021 |
(Street)
LOS ANGELES, CA 90017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | (1) | 8/15/2021 (2) | | A | | 8150 | | (3) | (3) | Class A Common Stock | 8150.0 | $0 (4) | 8150 | D | |
Restricted Stock Units | (5) | 3/15/2022 | | A | | 104700 | | (6) | (6) | Class A Common Stock | 104700.0 | $0 (4) | 104700 | D | |
Explanation of Responses: |
(1) | Represents grant of restricted stock units ("RSUs") under the Issuer's Omnibus Equity Incentive Plan granted August 15, 2021. |
(2) | This late filing is due to an inadvertent administrative error. |
(3) | One quarter of the RSUs will vest on August 15, 2022 and the remainder will vest quarterly over the following three years, in each case subject to continued employment with the Issuer through each vesting date. |
(4) | 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. |
(5) | Represents grant of RSUs under the Issuer's Omnibus Equity Incentive Plan granted March 15, 2022. |
(6) | One sixteenth of the RSUs will vest on May 15, 2022 and the remainder will vest quarterly over the following four years, in each case subject to continued employment with the Issuer through each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
COYNE JEFFREY B C/O MEDIAALPHA, INC. 700 SOUTH FLOWER STREET, SUITE 640 LOS ANGELES, CA 90017 |
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| GENERAL COUNSEL AND SECRETARY |
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Signatures
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/s/ Jeffrey B. Coyne | | 3/17/2022 |
**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 4(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 control number. |
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