James A Lawson Form 3 AdTheorent Holding / James A Lawson 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^*

Lawson James A

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive 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	1,019,039	D
Restricted Interest Units	273,464(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	820,731	0.47	D
Option	(3)	05/06/2029	Common Stock	945,794	0.74	D

Explanation of Responses:

1. 50% of these Restricted Interest Units vest on 7/28/2022, the one year anniversary of the grant date. 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. Lawson's continuous employment through such date. These Restricted Interest Units can only be settled in shares of Common Stock.

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

3. This Option grant will be 87.5% vested on 12/31/2021, with the remaining 12.5% vesting on 12/31/2022, subject to Mr. Lawson's continuous employment through such dates.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Elena Burns, Attorney-in-Fact for James Lawson	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).
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