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* Todd William James (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) 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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Revenue 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	58,540(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)	05/06/2029	Common Stock	570,641	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. This Option grant is approximately 89.6% vested as of April 1, 2022. The remaining unvested portion of this Option grant will vest at the rate of 5,944 shares per month, subject to Mr. Todd remaining continuously employed through each 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.

                               POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that I, William Todd, 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: 04/05/2022           /s/ William Todd
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                            William Todd