H.I.G. Growth - AdTheorent, LLC - Jun 21, 2024 Form 4 Insider Report for AdTheorent Holding Company, Inc. (ADTH)

Role: 10%+ Owner
Signature: /s/ Richard Siegel
Stock symbol: ADTH
Transactions as of: Jun 21, 2024
Transactions value $: -$105,598,940
Form type: 4
Date filed: 6/21/2024, 10:15 AM
Previous filing: Dec 28, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ADTH	Common Stock	Disposed to Issuer	-$106M	-32.9M	-96.57%	$3.21	1.17M	Jun 21, 2024	Direct	F1
transaction	ADTH	Common Stock	Disposed to Issuer	$0	-1.17M	-100%	$0.00^*	0	Jun 21, 2024	Direct	F2

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

H.I.G. Growth - AdTheorent, LLC 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("Merger Sub") and the other parties listed thereto, each share of Issuer common stock, par value $0.0001 per share (the "Common Stock") then outstanding (with certain exceptions) was converted into the right to receive $3.21 in cash without interest, subject to applicable withholding taxes.
F2	In connection with the execution of the Merger Agreement, Issuer, Reporting Person, Merger Sub and Parent entered into the Voting and Support Agreement, dated as of April 1, 2024, (the "Voting and Support Agreement"). Pursuant to the Voting and Support Agreement, immediately prior to, and condition upon the Effective Time of the Merger Agreement (as defined in the Merger Agreement), Reporting Person agreed to forfeit 1,167,308 shares of Common Stock to the Issuer for cancellation for no consideration.

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("Merger Sub") and the other parties listed thereto, each share of Issuer common stock, par value $0.0001 per share (the "Common Stock") then outstanding (with certain exceptions) was converted into the right to receive $3.21 in cash without interest, subject to applicable withholding taxes.

In connection with the execution of the Merger Agreement, Issuer, Reporting Person, Merger Sub and Parent entered into the Voting and Support Agreement, dated as of April 1, 2024, (the "Voting and Support Agreement"). Pursuant to the Voting and Support Agreement, immediately prior to, and condition upon the Effective Time of the Merger Agreement (as defined in the Merger Agreement), Reporting Person agreed to forfeit 1,167,308 shares of Common Stock to the Issuer for cancellation for no consideration.