James A. Lawson - Jun 21, 2024 Form 4 Insider Report for AdTheorent Holding Company, Inc. (ADTH)

Role
Chief Executive Officer, Director
Signature
/s/ Thomas P. Conaghan, Attorney-in-Fact
Stock symbol
ADTH
Transactions as of
Jun 21, 2024
Transactions value $
-$7,965,455
Form type
4
Date filed
6/21/2024, 10:15 AM
Previous filing
Feb 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ADTH Common Stock Disposed to Issuer -$7.97M -2.48M -100% $3.21 0 Jun 21, 2024 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ADTH Option Disposed to Issuer -821K -100% 0 Jun 21, 2024 Common Stock 821K $0.47 Direct F2, F4
transaction ADTH Option Disposed to Issuer -946K -100% 0 Jun 21, 2024 Common Stock 946K $0.74 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James A. Lawson 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.
F2 This Option grant was vested in full on December 31, 2020.
F3 This Option grant was vested in full on December 31, 2022.
F4 Pursuant to the Merger Agreement, each Issuer stock option award became fully vested and was automatically cancelled and converted into the right to receive, in cash without interest, an amount by which $3.21 exceeds the applicable stock option exercise price, subject to applicable withholding taxes.