Washington, D.C. 20549


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 Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lawson James A

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AdTheorent Holding Company, Inc. [ ADTH ]
5. 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
3. Date of Earliest Transaction (Month/Day/Year)
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/11/2022 A 292,697(1) A $0.00 1,585,200 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option $0.47 (2) 10/01/2027 Common Stock 820,731 820,731 D
Option $0.74 (3) 05/06/2029 Common Stock 945,794 945,794 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. This Option grant was vested in full as of 12/31/2020.
3. This Option grant was 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.
/s/ Thomas P. Conaghan, Attorney-in-Fact 03/15/2022
** 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 4 (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.
                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that I, James Lawson, hereby
constitute and appoint Daniel L. Woodard, Brandon Sloane and Thomas P.
Conaghan, and each of them, my true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for me and in my name, place
and stead, to sign any Form ID (Uniform Application for Access Codes to File on
EDGAR), reports on Form 3 (Initial Statement of Beneficial Ownership of
Securities), Form 4 (Statement of Changes in Beneficial Ownership of
Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities)
relating to transactions by me in shares of Common Stock or other securities of
AdTheorent Holding Company, Inc. and all amendments thereto, and to file the
same, with the Securities and Exchange Commission and the appropriate
securities exchange, granting unto said attorneys-in-fact and agents, and each
of them, or their substitutes, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney shall be effective until such
time as I deliver a written revocation thereof to the above-named attorneys-in-
fact and agents.

Dated: 01/28/2022                      /s/ James Lawson
       ------------------------        -------------------------------
                                       James Lawson