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: 3235-0104
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1. Name and Address of Reporting Person*
Walsh Joshua David

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
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.
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).
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.
                                                                      Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that I, Josh Walsh, hereby constitute
and appoint Daniel L. Woodard, Brandon Sloane, Charles Darantiere 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:	4/5/2023           /s/ Josh Walsh
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                           Josh Walsh