AdTheorent Holding (ADTH) Form 3 AdTheorent Holding / Joshua David Walsh 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

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1. Name and Address of Reporting Person^*

Walsh Joshua David

(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)
03/30/2023

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)
Chief Innovation Officer

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)
Common Stock, $0.0001 Par Value	1,791,866	D
Common Stock, $0.0001 Par Value	10,977(1)	D

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	(2)	10/01/2027	Common Stock	498,263	0.47	D

Explanation of Responses:

1. Pursuant to the terms of the Issuer's 2021 Long-Term Incentive Plan, the Reporting Person was granted 10,977 Restricted Stock Units, which will vest in three equal installments on January 1, 2024, 2025, and 2026, respectively, subject to the Reporting Person's continuous employment with the Issuer.

2. This Option grant was vested in full as of 12/31/2020.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Thomas P. Conaghan, Attorney-in-Fact	04/10/2023
	** 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).
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