SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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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. Date of Event Requiring Statement (Month/Day/Year) 10/28/2020	3. Issuer Name and Ticker or Trading Symbol MediaAlpha, Inc. [ MAX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
CLASS A COMMON STOCK	24,142,096(1)	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant the offering reorganization completed immediately prior to completion of the initial public offering of MediaAlpha, Inc. (the "Issuer") contemplated by the reorganization agreement, dated October 27, 2020, among the Issuer, QL Holdings LLC, White Mountains Investments (Luxembourg) S.a r.l., Guilford Holdings, Inc. and other parties named therein, White Mountains Investments (Luxembourg) S.a r.l. contributed all of the outstanding capital stock of Guilford Holdings, Inc. to the Issuer in exchange for shares of Class A common stock, par value 0.01$ per share, of the Issuer.

2. Includes 24,142,096 share of Class A Common Stock owned directly by White Mountains Investments (Luxembourg) S.a r.l. White Mountains Investments (Luxembourg) S.a r.l. is a wholly owned indirect subsidiary of White Mountains Insurance Group, Ltd. White Mountains Insurance Group, Ltd. has indirect pecuniary interest in the securities held by White Mountains Investments (Luxembourg) S.a r.l. Consequently, White Mountains Insurance Group, Ltd. is deemed to beneficially own the securities held directly by White Mountains Investments (Luxembourg) S.a r.l. The board of directors and senior officers of White Mountains Insurance Group, Ltd. disclaim beneficial ownership with respect to such securities.

Remarks:

Joint/Group Beneficial Owners: Bridge Holdings (Bermuda) Ltd. - A.S. Cooper Building, 26 Reid Street, Hamilton HM 11 Bermuda (a wholly owned direct subsidiary of White Mountains Insurance Group, Ltd.) WM International Holdings Ltd - 18 St. Swithin's Lane, London EC4N 8AD United Kingdom (a wholly owned direct subsidiary of Bridge Holdings (Bermuda) Ltd.) White Mountains Investments (Luxembourg) S.a.r.l. - 1, rue Hildegard von Bingen, L-1282 Luxembourg (a wholly owned direct subsidiary of WM International Holdings Ltd)

	White Mountains Insurance Group, Ltd., by Robert L. Seelig, its EVP and General Counsel, /s/ Robert L. Seelig	10/27/2020
	Bridge Holdings (Bermuda) Ltd., by Kevin Pearson, its Vice President, /s/ Kevin Pearson	10/27/2020
	WM International Holdings Ltd, by Matthew Molton, its Director, /s/ Matthew Molton	10/27/2020
	White Mountains Investments (Luxembourg) S.a.r.l., Societe a responsabilite limitee, registered office: 1, rue Hildegard von Bingen, L-1282 Luxembourg, R.C.S. Luxembourg: B 167.137, by Manfred Schneider, its Manager, /s/ Manfred Schneider	10/27/2020
	** 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 5 (b)(v).
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