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
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

WHITE MOUNTAINS INSURANCE GROUP LTD		 2. Issuer Name and Ticker or Trading Symbol

MediaAlpha, Inc. [ MAX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

23 SOUTH MAIN STREET, SUITE 3B		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2023
(Street)

HANOVER, NH 03755		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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 6/30/2023  P(1)  5916816 A$10.00 22856814 I See footnote (2)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) On June 30, 2023, White Mountains Insurance Group, Ltd. ("WMIG"), through its wholly-owned, direct subsidiary, WM Hinson (Bermuda) Ltd. ("WM Hinson"), accepted for purchase shares of the class A common stock of MediaAlpha, Inc. ("Shares") through a fixed-price tender offer.
(2) WMIG owns 900,000 Shares directly and owns 21,956,814 Shares indirectly. Of the Shares owned indirectly by WMIG, 5,916,816 Shares are owned directly by WMIG's direct subsidiary, WM Hinson, and 16,039,998 Shares are held directly by White Mountains Investments (Luxembourg) S.a' r.l., a direct subsidiary of WM Birkdale, Ltd., a direct subsidiary of WMIG.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
WHITE MOUNTAINS INSURANCE GROUP LTD
23 SOUTH MAIN STREET
SUITE 3B
HANOVER, NH 03755		XX

WM Hinson (Bermuda) Ltd.
26 REID STREET
SUITE 601
HAMILTON, D0 HM 11
X
Signatures
White Mountains Insurance Group, Ltd., by Robert L. Seelig, its EVP and General Counsel6/30/2023
**Signature of Reporting PersonDate

WM Hinson (Bermuda) Ltd., by John G. Sinkus, its Director6/30/2023
**Signature of Reporting PersonDate
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.
MediaAlpha (NYSE:MAX)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more MediaAlpha Charts.
MediaAlpha (NYSE:MAX)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more MediaAlpha Charts.