Form 4 for MAX MediaAlpha, Inc.
Accepted 2024-03-05 00:00:00 ET · period of report 2024-03-01 · accession 0000950170-24-026286 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-03-05 | 2024-03-01 | MAX | INSIGNIA QL HOLDINGS, LLC | 10% | C - Cnv Deriv | — | +3.00M | 3.00M | New | — |
| DI | 2024-03-05 | 2024-03-01 | MAX | INSIGNIA QL HOLDINGS, LLC | 10% | J - Other | — | -3.00M | 5.77M | -34% | — |
| DI | 2024-03-05 | 2024-03-01 | MAX | INSIGNIA QL HOLDINGS, LLC | 10% | C - Cnv Deriv | $0.00 | -3.00M | 5.77M | -34% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-03-01 | C | A | 3,000,000 | — | 3,000,000 | I See Footnote | — | — | (F1) Reflects the exchange (the "Exchange") of 1,676,591 and 1,323,409 Class B-1 Units of QL Holdings, LLC (the "LLC") held directly by Insignia QL Holdings, LLC ("Insignia QL") and Insignia A QL Holdings, LLC ("Insignia A"), respectively, into an equal number of shares of the Issuer's Class A Common Stock ("Class A Shares"), pursuant to the Exchange Agreement, dated October 27, 2020, by and among the Issuer, the LLC and the members of the LLC (the "Exchange Agreement"). In connection with the Exchange, the Reporting Persons forfeited for no consideration an equal number of shares of the Issuer's Class B Common Stock ("Class B Shares"). (F3) (Continued from footnote 2) the Insignia Fund and Insignia GP may be deemed to beneficially own the securities held directly by Insignia A and Insignia QL. Messrs. Lowe, Broglio and Deane disclaim beneficial ownership of the securities held directly by Insignia A and Insignia QL. (F2) Insignia Capital Partners (Parallel A), L.P. ("Parallel A") and Insignia Capital Partners (AIV), L.P. ("Insignia AIV") are members of Insignia A having the power to appoint the majority of the board of managers of Insignia A. Insignia Capital Partners, L.P. ("Insignia Capital" and together with Parallel A and Insignia AIV, the "Insignia Fund") is the managing member of Insignia QL. Insignia Capital Partners GP, LLC ("Insignia GP") is the general partner of the Insignia Fund. The three member Investment Committee of Insignia GP comprised of David Lowe, Anthony Broglio and Melvyn Deane exercises voting and investment control over the securities held directly by Insignia A and Insignia QL, which acts by a majority vote of its members. Consequently, |
| 2 | Common | Class B Common Stock | 2024-03-01 | J | D | 3,000,000 | — | 5,774,694 | I See Footnote | — | — | (F1) Reflects the exchange (the "Exchange") of 1,676,591 and 1,323,409 Class B-1 Units of QL Holdings, LLC (the "LLC") held directly by Insignia QL Holdings, LLC ("Insignia QL") and Insignia A QL Holdings, LLC ("Insignia A"), respectively, into an equal number of shares of the Issuer's Class A Common Stock ("Class A Shares"), pursuant to the Exchange Agreement, dated October 27, 2020, by and among the Issuer, the LLC and the members of the LLC (the "Exchange Agreement"). In connection with the Exchange, the Reporting Persons forfeited for no consideration an equal number of shares of the Issuer's Class B Common Stock ("Class B Shares"). (F4) Includes 2,547,428 Class B Shares held directly by Insignia A and 3,227,266 Class B Shares held directly by Insignia QL. (F3) (Continued from footnote 2) the Insignia Fund and Insignia GP may be deemed to beneficially own the securities held directly by Insignia A and Insignia QL. Messrs. Lowe, Broglio and Deane disclaim beneficial ownership of the securities held directly by Insignia A and Insignia QL. (F2) Insignia Capital Partners (Parallel A), L.P. ("Parallel A") and Insignia Capital Partners (AIV), L.P. ("Insignia AIV") are members of Insignia A having the power to appoint the majority of the board of managers of Insignia A. Insignia Capital Partners, L.P. ("Insignia Capital" and together with Parallel A and Insignia AIV, the "Insignia Fund") is the managing member of Insignia QL. Insignia Capital Partners GP, LLC ("Insignia GP") is the general partner of the Insignia Fund. The three member Investment Committee of Insignia GP comprised of David Lowe, Anthony Broglio and Melvyn Deane exercises voting and investment control over the securities held directly by Insignia A and Insignia QL, which acts by a majority vote of its members. Consequently, |
| 3 | Derivative | Class B-1 Units | 2024-03-01 | C | D | 3,000,000 | $0.00 | 5,774,694 | I See Footnote | $0.00 · — to — | 3,000,000 Class A Common Stock | (F1) Reflects the exchange (the "Exchange") of 1,676,591 and 1,323,409 Class B-1 Units of QL Holdings, LLC (the "LLC") held directly by Insignia QL Holdings, LLC ("Insignia QL") and Insignia A QL Holdings, LLC ("Insignia A"), respectively, into an equal number of shares of the Issuer's Class A Common Stock ("Class A Shares"), pursuant to the Exchange Agreement, dated October 27, 2020, by and among the Issuer, the LLC and the members of the LLC (the "Exchange Agreement"). In connection with the Exchange, the Reporting Persons forfeited for no consideration an equal number of shares of the Issuer's Class B Common Stock ("Class B Shares"). (F6) Includes 2,547,428 Class B-1 Units of the LLC held directly by Insignia A and 3,227,266 Class B-1 Units of the LLC held directly by Insignia QL. (F3) (Continued from footnote 2) the Insignia Fund and Insignia GP may be deemed to beneficially own the securities held directly by Insignia A and Insignia QL. Messrs. Lowe, Broglio and Deane disclaim beneficial ownership of the securities held directly by Insignia A and Insignia QL. (F2) Insignia Capital Partners (Parallel A), L.P. ("Parallel A") and Insignia Capital Partners (AIV), L.P. ("Insignia AIV") are members of Insignia A having the power to appoint the majority of the board of managers of Insignia A. Insignia Capital Partners, L.P. ("Insignia Capital" and together with Parallel A and Insignia AIV, the "Insignia Fund") is the managing member of Insignia QL. Insignia Capital Partners GP, LLC ("Insignia GP") is the general partner of the Insignia Fund. The three member Investment Committee of Insignia GP comprised of David Lowe, Anthony Broglio and Melvyn Deane exercises voting and investment control over the securities held directly by Insignia A and Insignia QL, which acts by a majority vote of its members. Consequently, (F5) Pursuant to the Exchange Agreement, Class B-1 Units of the LLC (together with one Class B Share of the Issuer for every Class B-1 Unit) are exchangeable at any time for one Class A Share. Class B-1 Units of the LLC do not expire. |