AdTheorent Holding (ADTH) Form 3 AdTheorent Holding / Charles Jordan ownership change

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Jordan Charles

(Last) (First) (Middle)

330 HUDSON STREET, 13TH FLOOR

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2021

3. Issuer Name and Ticker or Trading Symbol
AdTheorent Holding Company, Inc. [ ADTH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Secretary and Vice President

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)

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
Option	(1)	10/01/2027	Common Stock	112,548	0.47	D
Option	(2)	02/15/2028	Common Stock	78,158	0.59	D
Option	(3)	05/06/2029	Common Stock	78,158	0.74	D

Explanation of Responses:

1. This Option grant was vested in full as of 5/15/2021.

2. This Option grant will be vested in full on 12/31/2021.

3. This Option grant will be 75% vested on 12/31/2021, with the remaining unvested portion of this Option grant vesting at the rate of 2.1% per month (or 1,042 shares per month thereafter), subject to Mr. Jordan remaining continuously employed through each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Elena Burns, Attorney-in-Fact for Charles Jordan	12/27/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.