0000899243-20-030104.txt : 20201102
0000899243-20-030104.hdr.sgml : 20201102
20201102171250
ACCESSION NUMBER: 0000899243-20-030104
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201030
FILED AS OF DATE: 20201102
DATE AS OF CHANGE: 20201102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: INSIGNIA CAPITAL PARTNERS GP, L.L.C.
CENTRAL INDEX KEY: 0001829474
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39671
FILM NUMBER: 201281248
BUSINESS ADDRESS:
STREET 1: 1333 NORTH CALIFORNIA BOULEVARD
STREET 2: SUITE 520
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
BUSINESS PHONE: (925) 399-8900
MAIL ADDRESS:
STREET 1: 1333 NORTH CALIFORNIA BOULEVARD
STREET 2: SUITE 520
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Insignia Capital Partners, L.P.
CENTRAL INDEX KEY: 0001586847
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39671
FILM NUMBER: 201281249
BUSINESS ADDRESS:
STREET 1: 1333 N. CALIFORNIA BLVD, SUITE 520
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
BUSINESS PHONE: (925) 399-8900
MAIL ADDRESS:
STREET 1: 1333 N. CALIFORNIA BLVD, SUITE 520
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: INSIGNIA CAPITAL PARTNERS (AIV), L.P.
CENTRAL INDEX KEY: 0001829472
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39671
FILM NUMBER: 201281250
BUSINESS ADDRESS:
STREET 1: 1333 NORTH CALIFORNIA BOULEVARD
STREET 2: SUITE 520
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
BUSINESS PHONE: (925) 399-8900
MAIL ADDRESS:
STREET 1: 1333 NORTH CALIFORNIA BOULEVARD
STREET 2: SUITE 520
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Insignia Capital Partners (Parallel A), L.P.
CENTRAL INDEX KEY: 0001586845
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39671
FILM NUMBER: 201281251
BUSINESS ADDRESS:
STREET 1: TWO WALNUT CREEK CENTER
STREET 2: 200 PRINGLE AVENUE, SUITE 400
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
BUSINESS PHONE: (925)399-8900
MAIL ADDRESS:
STREET 1: TWO WALNUT CREEK CENTER
STREET 2: 200 PRINGLE AVENUE, SUITE 400
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: INSIGNIA QL HOLDINGS, LLC
CENTRAL INDEX KEY: 0001829475
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39671
FILM NUMBER: 201281252
BUSINESS ADDRESS:
STREET 1: 1333 NORTH CALIFORNIA BOULEVARD
STREET 2: SUITE 520
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
BUSINESS PHONE: (925) 399-8900
MAIL ADDRESS:
STREET 1: 1333 NORTH CALIFORNIA BOULEVARD
STREET 2: SUITE 520
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: INSIGNIA A QL HOLDINGS, LLC
CENTRAL INDEX KEY: 0001829476
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39671
FILM NUMBER: 201281253
BUSINESS ADDRESS:
STREET 1: 1333 NORTH CALIFORNIA BOULEVARD
STREET 2: SUITE 520
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
BUSINESS PHONE: (925) 399-8900
MAIL ADDRESS:
STREET 1: 1333 NORTH CALIFORNIA BOULEVARD
STREET 2: SUITE 520
CITY: WALNUT CREEK
STATE: CA
ZIP: 94596
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MediaAlpha, Inc.
CENTRAL INDEX KEY: 0001818383
STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399]
IRS NUMBER: 851854133
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 700 SOUTH FLOWER STREET
STREET 2: SUITE 640
CITY: LOS ANGELES
STATE: CA
ZIP: 90017
BUSINESS PHONE: 619-393-9368
MAIL ADDRESS:
STREET 1: 700 SOUTH FLOWER STREET
STREET 2: SUITE 640
CITY: LOS ANGELES
STATE: CA
ZIP: 90017
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-10-30
0
0001818383
MediaAlpha, Inc.
MAX
0001829474
INSIGNIA CAPITAL PARTNERS GP, L.L.C.
1333 NORTH CALIFORNIA BOULEVARD, STE 520
WALNUT CREEK
CA
94596
0
0
1
0
0001586847
Insignia Capital Partners, L.P.
1333 NORTH CALIFORNIA BOULEVARD, STE 520
WALNUT CREEK
CA
94596
0
0
1
0
0001829472
INSIGNIA CAPITAL PARTNERS (AIV), L.P.
1333 NORTH CALIFORNIA BOULEVARD, STE 520
WALNUT CREEK
CA
94596
0
0
1
0
0001586845
Insignia Capital Partners (Parallel A), L.P.
1333 NORTH CALIFORNIA BOULEVARD, STE 520
WALNUT CREEK
CA
94596
0
0
1
0
0001829475
INSIGNIA QL HOLDINGS, LLC
1333 NORTH CALIFORNIA BOULEVARD, STE 520
WALNUT CREEK
CA
94596
0
0
1
0
0001829476
INSIGNIA A QL HOLDINGS, LLC
1333 NORTH CALIFORNIA BOULEVARD, STE 520
WALNUT CREEK
CA
94596
0
0
1
0
Class B Common Stock
2020-10-30
4
J
0
1869877
D
10635407
I
See Footnote
Class B-1 Units
0.00
2020-10-30
4
S
0
1869877
17.67
D
Class A Common Stock
1869877
10635407
I
See Footnote
On October 30, 2020, the Issuer used a portion of the net proceeds from the closing of its initial public offering ("IPO") of Class A Common Stock to purchase Class B-1 Units of QL Holdings, LLC (the "LLC") from certain of the Issuer's pre-IPO equityholders, including the Reporting Persons (the "Synthetic Secondary"), at a price of $17.67 per unit. To the extent Class B-1 Unit holders own shares of the Issuer's Class B Common Stock (the "Class B Shares"), one share of Class B Common Stock for every Class B-1 Unit sold in the Synthetic Secondary was forfeited and cancelled for no consideration.
Includes 824,871 Class B Shares forfeited and cancelled for no consideration by Insignia A QL Holdings, LLC ("Insignia A") and 1,045,006 Class B Shares forfeited and cancelled for no consideration by Insignia QL Holdings, LLC ("Insignia QL") in connection with the Synthetic Secondary.
Includes 4,691,665 Class B Shares held directly by Insignia A and 5,943,742 Class B Shares held directly by Insignia QL. 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.
(Continued from footnote 3) Consequently, 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.
Includes 824,871 Class B-1 Units sold by Insignia A and 1,045,006 Class B-1 Units sold by Insignia QL in the Synthetic Secondary.
Pursuant to the Exchange Agreeement, dated October 27, 2020, by and among the Issuer, the LLC and the members of the LLC (the "Exchange Agreement"), the 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 shares of the Issuer's Class A Common Stock. Class B-1 Units of the LLC do not expire.
Includes 4,691,665 Class B-1 Units of the LLC held directly by Insignia A and 5,943,742 Class B-1 Units of the LLC held directly by Insignia QL.
/s/ Tony Broglio, as Managing Member of Insignia Capital Partners GP, LLC
2020-11-02
/s/ Tony Broglio, as Managing Member of Insignia Capital Partners LP
2020-11-02
/s/ Tony Broglio, as Managing Member of Insignia Capital Partner (AIV), LP
2020-11-02
/s/ Tony Broglio, as Managing Member of Insignia Capital Partner (Parralel A), LP
2020-11-02
/s/ Tony Broglio, as President and Secretary of Insignia QL Holdings, LLC
2020-11-02
/s/ Tony Broglio, as President and Secretary of Insignia A QL Holdings, LLC
2020-11-02