White Mountains Amends MediaAlpha Stake, Signals Continued Influence

TL;DR

**White Mountains just updated their MediaAlpha stake, still a major player.**

AI Summary

White Mountains Insurance Group, Ltd. filed an amended Schedule 13D/A on January 2, 2024, regarding its ownership in MediaAlpha, Inc. This amendment, number 2, updates their previous filing and confirms their continued significant stake in MediaAlpha's Class A Common Stock. This matters to investors because White Mountains is a major shareholder, and changes in their holdings or intentions could signal their confidence (or lack thereof) in MediaAlpha's future performance, potentially influencing the stock price.

Why It Matters

This filing confirms White Mountains Insurance Group's ongoing substantial ownership in MediaAlpha, indicating their continued interest and potential influence over the company's strategic direction.

Risk Assessment

Risk Level: low — This is an amendment to an existing filing, indicating no new major acquisition or disposition, thus posing low immediate risk.

Analyst Insight

An investor should note that a major institutional holder like White Mountains is maintaining its position, suggesting a stable outlook from a significant insider. This could be a signal of confidence, but further investigation into MediaAlpha's fundamentals and White Mountains' broader investment strategy would be prudent.

Key Numbers

• 0001818383 — MediaAlpha's CIK (unique identifier for MediaAlpha, Inc. with the SEC)
• 0000776867 — White Mountains' CIK (unique identifier for White Mountains Insurance Group, Ltd. with the SEC)
• 58450V104 — CUSIP Number (identifies MediaAlpha, Inc.'s Class A Common Stock)

Key Players & Entities

• White Mountains Insurance Group, Ltd. (company) — the filing person and a major shareholder of MediaAlpha, Inc.
• MediaAlpha, Inc. (company) — the subject company whose Class A Common Stock is being reported on
• Robert L. Seelig, Esq. (person) — Executive Vice President and General Counsel for White Mountains Insurance Group, Ltd., authorized to receive notices
• $0.01 (dollar_amount) — par value per share of MediaAlpha's Class A Common Stock

Forward-Looking Statements

• White Mountains will maintain its significant stake in MediaAlpha for the foreseeable future. (White Mountains Insurance Group, Ltd.) — medium confidence, target: 2025-01-02

FAQ

Key Financial Figures

• $0.01 — suer) Class A Common Stock, par value $0.01 per share (Title of Class of Securiti
• $9.56 — the closing price per Class A Share was $9.56. Item 6. Contracts, Arrangements, Und

Filing Documents

• wtm2024max-schedule13d_a.htm (SC 13D/A) — 195KB
• image_1.jpg (GRAPHIC) — 1KB
• image_2.jpg (GRAPHIC) — 0KB
• 0000776867-24-000001.txt ( ) — 199KB

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(a)-(b) is amended and restated as follows

Item 5(a)-(b) is amended and restated as follows (a)-(b) The information set forth on the cover pages of this Amendment No. 2, and the information set forth or incorporated by reference in Items 2, 3, 4 and 6 of this Schedule 13D are hereby incorporated by reference in this Item 5(a)-(b). The Class A Shares held by the Reporting Persons represent approximately 48.3% of the outstanding Class A Shares. Such percentage is calculated based on a total number of 47,286,590 Class A Shares issued and outstanding as of November 30, 2023, as reported on the Issuer's Post-Effective Amendment No. 2 filed with the Commission on December 22, 2023. The table below sets forth, based on the knowledge of the Reporting Persons, the beneficial ownership of the Class A Shares of the persons listed in Annex A, as of the date of this Amendment No. 2. Name Class A Shares Beneficial Ownership (1) Beneficial Ownership Percentage of Class A Shares (2) Steven Yi (3) 1,662,487 3.52% Robert L. Seelig 9,000 0.02% John G. Sinkus 750 0.01% (1) Assuming the exchange of any Class B Shares beneficially owned, together with a corresponding number of Class B-1 Units, for a number of Class A Shares equal to the number of Class B Shares exchanged, pursuant to the Exchange Agreement. (2) Represents the percentage of Class A Shares beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. The calculation is based on 47,286,590 Class A Shares issued and outstanding as of November 30, 2023, as reported on the Issuer's Post-Effective Amendment No. 2 filed with the Commission on December 22, 2023. (3) OBF Investments, LLC a Nevada limited liability company ("OBF") holds 3,923,885 Class B Shares. OBF Investments is owned by trusts for the benefit of Mr. Yi and members of his family. Mr. Yi does not have any voting or dispositive control over the shares held by OBF. See the Schedule 13D filed by OBF and its Manager, Jason Heiling, on June 25, 2021, for addi

(c) is amended and supplemented as follows

Item 5(c) is amended and supplemented as follows On December 15, 2023, Mr. Yi was granted 12,150 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive a Class A Share upon vesting. On November 15, 2023, Mr. Yi acquired 18,294 Class A Shares, which Class A Shares were issued upon the vesting of RSUs under the Issuer's Omnibus Incentive Plan. On the vesting date, the closing price per Class A Share was $9.56.

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

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

is amended and supplemented as follows

Item 6 is amended and supplemented as follows On January 2, WMI Lux transferred 16,039,998 Class A Shares to WM Hinson. As a result, WMI Lux and WM Birkdale no longer beneficially own any Class A Shares or any other securities of the Issuer. Registration Rights Agreement On January 2, 2024, in connection with the transfer of the 16,039,998 Class A Shares previously held by WMI Lux to WM Hinson, WMI Lux assigned all of its rights and obligations under the Registration Rights Agreement to WM Hinson, and WM Hinson executed a joinder to the Registration Rights Agreement to become a party thereto. Stockholders' Agreement On January 2, 2024, in connection with the transfer of the 16,039,998 Class A Shares previously held by WMI Lux to WM Hinson, WMI Lux assigned all of its rights and obligations under the Stockholders' Agreement to WM Hinson, and WM Hinson executed a joinder to the Stockholders' Agreement to become a party thereto. White Mountains and WM Hinson, in their joint capacity as the WTM Investor (as defined in the Stockholders' Agreement), hold a number of Class A Shares representing a Majority in Interest of the Principal Stockholders (as defined in the Stockholders' Agreement). On October 17, 2023, the Stockholders' Agreement was amended to remove the consent right of the Majority in Interest of the Principal Stockholders over the termination or hiring of the Issuer's Chief Executive Officer. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated January 2, 2024 WHITE MOUNTAINS INSURANCE GROUP, LTD. By s Robert L. Seelig Name Robert L. Seelig Title Executive Vice President and General Counsel WM BIRKDALE, LTD. By s John G. Sinkus Name John G. Sinkus Title Director WHITE MOUNTAINS INVESTMENTS (LUXEMBOURG) S. R.L. By s John G. Sinkus Name John G. Sinkus Title Manager WM HINSON (BERMUDA) LTD.

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