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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2022 | 3. Issuer Name and Ticker or Trading Symbol AdTheorent Holding Company, Inc. [ ADTH ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Stock | 58,540(1) | D | |
Restricted Interest Units | 117,199(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | (3) | 10/01/2027 | Common Stock | 112,545 | 0.47 | D | |
Option | (4) | 02/15/2028 | Common Stock | 112,545 | 0.59 | D | |
Option | (5) | 05/06/2029 | Common Stock | 62,524 | 0.74 | D |
Explanation of Responses: |
1. Pursuant to the terms of the Issuer's 2021 Long-Term Incentive Plan, the Reporting Person was granted Restricted Stock Units, which shall vest in four equal, annual installments, beginning on January 1, 2023, subject to the Reporting Person's continuous employment with the Issuer. |
2. 50% of these Restricted Interest Units vest on 7/01/2022. The remaining 50% of these Restricted Interest Units vest in four equal quarterly installments thereafter, such that the Restricted Interest Units shall be fully vested on the two year anniversary of the grant date, subject to Mr. Anderson's continuous employment through such date. These Restricted Interest Units can only be settled in shares of Common Stock. |
3. This Option grant was vested in full on December 31, 2020. |
4. This Option grant was vested in full on December 31, 2021. |
5. This Option grant is 75% vested as of April 1, 2022, with the remaining 25% of the Option grant vesting on December 31, 2022, subject to Mr. Anderson remaining continuously employed through the final vesting date. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Thomas P. Conaghan, Attorney-in-Fact | 04/11/2022 | |
** 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. |