SEC Form SC 13D/A filed by MediaAlpha Inc. (Amendment)

On May 7, 2024, the Issuer, certain subsidiaries of the Issuer, WM Hinson and certain other selling shareholders (the “Selling Shareholders”), entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, WM Hinson agreed to sell to the Underwriters 5,000,200 Class A Shares in the Offering (including 652,200 Class A Shares pursuant to the Underwriters’ option to purchase additional shares) at a price of $18.24 per share. The consummation of the sale is expected to occur on May 10, 2024, following which the Reporting Persons will beneficially own 32.9% of the Class A Shares, based on 51,579,274 Class A Shares issued and outstanding as of April 30, 2024, as reported on the Issuer’s Form 10-Q filed with the Commission on May 2, 2024 and the exchange of 2,669,800 Class B Shares for Class A Shares in connection with the consummation of the Offering by shareholders of the Issuer other than the Reporting Persons. The purpose of the sale by WM Hinson was to monetize a portion of the Reporting Persons’ ownership interest in the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is amended and supplemented as follows:

The information set forth in Item 4 of this Amendment No. 4 is hereby incorporated by reference in this Item 6.

In connection with the Offering, each of the Reporting Persons entered into a customary lock-up agreement (the “Lock-Up Agreements”) pursuant to which, subject to certain exceptions, each of the Reporting Persons agreed not to offer, sell or transfer any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares (collectively with the Common Shares, the “Lock-Up Shares”), or enter into any hedging, swap or other arrangement or transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares, without the prior written consent of the Underwriters for a period of 60 days from May 7, 2024 (the “Restricted Period”).

In addition, each of the Reporting Persons agreed that, without the prior written consent of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of the Lock-Up Shares.

As a result of the sales by the Selling Shareholders in the Offering, the Principal Stockholders (as defined in the Stockholders’ Agreement) will no longer own a majority of the issued and outstanding Common Shares. As a result, the Issuer will cease to qualify as a “controlled company” for purposes of the stock exchange rules and the Reporting Persons, as the holders of Class A Shares representing a Majority in Interest of the Principal Stockholders, will no longer have a consent right over the following actions of the Issuer pursuant to the Stockholders’ Agreement: (i) change in control transactions; (ii) acquiring or disposing of assets or entering into joint ventures with a value in excess of $20 million; (iii) incurring indebtedness in an aggregate principal amount in excess of $20 million; (iv) authorizing or issuing equity securities of the Issuer or its subsidiaries other than pursuant to any approved equity incentive plans or arrangements or pursuant to the exchange agreement; (v) initiating any liquidation, dissolution, bankruptcy or other insolvency proceeding involving the Issuer or any of the Issuer’s significant subsidiaries; (vi) making any material change in the nature of the business conducted by the Issuer or its subsidiaries; (vii) engaging in certain transactions with affiliates (provided that the consent of the interested stockholder would not be required); (viii) increasing or decreasing the size of the Issuer’s board of directors; (ix) authorizing Intermediate Holdco, as managing member of QL Holdings LLC, to approve or take certain actions; and (x) electing to deliver cash consideration in connection with an exchange under the exchange agreement.