Eugene Nonko reports beneficial ownership of 5,198,121 MediaAlpha shares, equal to 9.8% of outstanding Class A stock. The position gives him sole voting and dispositive power, while a stockholders agreement links parties holding additional Class A and Class B shares who agreed to support one another’s board designations.

Key Highlights

  • Eugene Nonko reports beneficial ownership of 5,198,121 MediaAlpha Class A shares, or 9.8% of the outstanding shares.
  • He sold 1,265,428 Class A shares through open-market transactions under Rule 10b5-1 trading plans.
  • Parties to the stockholders agreement beneficially own 20,544,760 Class A shares and 7,940,102 Class B shares.

MediaAlpha, Inc. (NYSE: MAX) has a reported 9.8% beneficial stake held by Eugene Nonko, representing 5,198,121 shares of Class A Common Stock. Nonko has sole voting and dispositive power over the position. The announcement characterizes the Schedule 13D/A as an activist ownership filing.

Nonko’s 9.8% Position

The Class B shares, together with corresponding Class B-1 units, may be exchanged for Class A shares on a one-for-one basis.

The 9.8% ownership calculation uses 52,975,711 outstanding Class A shares. The reported position therefore combines directly held Class A shares with holdings attributed through O.N.E. Holdings.

Awards And Open-Market Sales

The reported vesting transactions included 69,999 shares, 77,217 shares, 81,600 shares, another 81,600 shares, another 81,600 shares, 74,209 shares and 74,210 shares. Nonko also sold an aggregate of 1,265,428 Class A shares in open-market transactions.

The sales were made under Rule 10b5-1 trading plans adopted by Nonko. The reported transactions included sales at prices ranging from $10.0000 to $14.3303 per share.

Board Voting Alignment

Parties to the stockholders agreement beneficially own 20,544,760 Class A shares and 7,940,102 Class B shares. Those parties agreed to vote in favor of one another’s board designations.

Nonko and O.N.E. Holdings are treated as reporting persons under the ownership statement. Each reporting person disclaims beneficial ownership of common stock held by other members of the group.

Peers Moving on This News

Source(s)

  • https://www.sec.gov/Archives/edgar/data/1818383/000181838326000223/primary_doc.xml