Ownership Submission
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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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Arasu Venmal (Raji)
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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)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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C/O MEDIAALPHA, INC. , 700 SOUTH FLOWER STREET, SUITE 640
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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LOS ANGELES
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CA
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90017
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/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
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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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)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Arasu Venmal (Raji)
C/O MEDIAALPHA, INC.
700 SOUTH FLOWER STREET, SUITE 640
LOS ANGELES, CA90017
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X
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Signatures
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/s/ Lance Martinez, attorney-in-fact
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2022-05-20
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
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(2)
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Consists of restricted stock units granted to the Reporting Person under the Issuer's Omnibus Incentive Plan, in connection with the Reporting Person's service on the Issuer's board of directors. Each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting. All such restricted stock units will vest on the earlier of the first anniversary of the grant date or the date of the Issuer's 2023 Annual Meeting, subject to the Reporting Person's continued service through the applicable vesting date.
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(3)
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Each such 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, upon vesting.
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(4)
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Represents restricted stock units granted to the Reporting Person under the Issuer's Omnibus Incentive Plan, in connection with the Reporting Person's service on the Issuer's board of directors. The restricted stock units vested on the earlier of the first anniversary of the grant date or the date of the Issuer's 2022 Annual Meeting, subject to the Reporting Person's continued service through the applicable vesting date.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
