Patrick Allen Elliott - Feb 13, 2024 Form 4 Insider Report for AdTheorent Holding Company, Inc. (ADTH)

Role: Chief Financial Officer
Signature: /s/ Thomas P. Conaghan, Attorney-in-Fact
Stock symbol: ADTH
Transactions as of: Feb 13, 2024
Transactions value $: -$53,437
Form type: 4
Date filed: 2/15/2024, 05:54 PM
Previous filing: Nov 16, 2023
Next filing: Jun 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ADTH	Common Stock	Award	$0	+259K	+89.61%	$0.00	547K	Feb 13, 2024	Direct	F1
transaction	ADTH	Common Stock	Tax liability	-$53.4K	-19.2K	-3.5%	$2.79	528K	Feb 13, 2024	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to performance-based restricted stock units ("PSUs") that represent the contingent right to receive one share of common stock for each PSU that will vest, subject to the satisfaction of certain performance criteria, which were satisfied as of February 13, 2024, and further subject to the Reporting Person's continued employment with the Issuer, according to the following vesting schedule: (i) 25% of the PSUs vested on February 13, 2024; (ii) the remaining 75% of the PSUs will in three, equal annual installments, beginning on December 31, 2024.
F2	Represents the number of shares withheld to cover tax withholding and remittance obligations in connection with the vesting and settlement of previously reported PSUs.

Content

Pursuant to performance-based restricted stock units ("PSUs") that represent the contingent right to receive one share of common stock for each PSU that will vest, subject to the satisfaction of certain performance criteria, which were satisfied as of February 13, 2024, and further subject to the Reporting Person's continued employment with the Issuer, according to the following vesting schedule: (i) 25% of the PSUs vested on February 13, 2024; (ii) the remaining 75% of the PSUs will in three, equal annual installments, beginning on December 31, 2024.

Represents the number of shares withheld to cover tax withholding and remittance obligations in connection with the vesting and settlement of previously reported PSUs.