SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WHITE MOUNTAINS INSURANCE GROUP LTD

(Last) (First) (Middle)
23 SOUTH MAIN STREET
SUITE 3B

(Street)
HANOVER NH 03755

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 06/30/2023 P(1) 5,916,816 A $10 22,856,814 I See footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
WHITE MOUNTAINS INSURANCE GROUP LTD

(Last) (First) (Middle)
23 SOUTH MAIN STREET
SUITE 3B

(Street)
HANOVER NH 03755

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WM Hinson (Bermuda) Ltd.

(Last) (First) (Middle)
26 REID STREET
SUITE 601

(Street)
HAMILTON D0 HM 11

(City) (State) (Zip)
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.
White Mountains Insurance Group, Ltd., by Robert L. Seelig, its EVP and General Counsel 06/30/2023
WM Hinson (Bermuda) Ltd., by John G. Sinkus, its Director 06/30/2023
** 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).
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