Patrick Allen Elliott - Jun 21, 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: Jun 21, 2024
Transactions value $: -$1,695,162
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	-$1.7M	-528K	-100%	$3.21	0	Jun 21, 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.