Patrick Allen Elliott - 21 Jun 2024 Form 4 Insider Report for AdTheorent Holding Company, Inc.

Role: Chief Financial Officer
Signature: /s/ Thomas P. Conaghan, Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 21 Jun 2024
Net transactions value: -$1,695,162
Form type: 4
Filing time: 21 Jun 2024, 10:15:32 UTC
Previous filing: 15 Feb 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ADTH	Common Stock	Disposed to Issuer	$1,695,162	-528,088	-100%	$3.21	0	21 Jun 2024	Direct	F1

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

Patrick Allen Elliott is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of April 1, 2024 (the "Merger Agreement"), by and among Issuer, Cadent, LLC, a limited liability corporation organized under the laws of Delaware ("Parent"), Award Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, and the other parties listed thereto, each share of Issuer common stock, par value $0.0001 per share, then outstanding (with certain exceptions) was converted into the right to receive $3.21 in cash without interest, subject to applicable withholding taxes. In addition, pursuant to the Merger Agreement, each Issuer restricted stock unit award became fully vested and was automatically cancelled and converted into the right to receive $3.21 in cash without interest, subject to applicable withholding taxes.

Content

Pursuant to the Agreement and Plan of Merger, dated as of April 1, 2024 (the "Merger Agreement"), by and among Issuer, Cadent, LLC, a limited liability corporation organized under the laws of Delaware ("Parent"), Award Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, and the other parties listed thereto, each share of Issuer common stock, par value $0.0001 per share, then outstanding (with certain exceptions) was converted into the right to receive $3.21 in cash without interest, subject to applicable withholding taxes. In addition, pursuant to the Merger Agreement, each Issuer restricted stock unit award became fully vested and was automatically cancelled and converted into the right to receive $3.21 in cash without interest, subject to applicable withholding taxes.