Theodore L. Koenig - Dec 22, 2021 Form 4 Insider Report for AdTheorent Holding Company, Inc. (ADTH)

Role: 10%+ Owner
Signature: Theodore L. Koenig, by Nelson Mullins Riley & Scarborough with Power of Attorney
Stock symbol: ADTH
Transactions as of: Dec 22, 2021
Transactions value $: $5,000,000
Form type: 4
Date filed: 12/28/2021, 05:39 PM
Previous filing: Dec 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ADTH	Common stock	Conversion of derivative security		+7.87M	+653.68%		9.08M	Dec 22, 2021	See Footnote	F1, F2
transaction	ADTH	Common stock	Purchase	$5M	+500K	+5.51%	$10.00^*	9.58M	Dec 22, 2021	See Footnote	F3

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	Class B common stock	Conversion of derivative security		-7.87M	-100%		0	Dec 22, 2021	Class A Common Stock	7.87M		See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	As described in the Issuer's registration statement on Form S-1 (File No. 333-252607), under the heading "Description of Securities - Founder Shares", upon consummation of the Issuer's initial business combination, the shares of Class B common stock converted into shares of common stock on a one-for-one basis. The Issuer's initial business combination was consummated on December 22, 2021.
F2	The 7,873,250 shares are held by MCAP Acquisition, LLC, the sponsor of the Issuer (the "Sponsor"). The manager of the Sponsor is Monroe Capital Management Advisors, LLC ("MCMA"). Theodore L. Koenig may be deemed to beneficially own shares held by the Sponsor by virtue of his control over MCMA, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3	Consists of 500, 000 shares acquired by certain funds (the "Funds") managed by Monroe Capital LLC and/or its affiliates ("Monroe") pursuant to a PIPE investment in connection with the completion of the Issuer's initial business combination. Mr. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by the Funds. The filing of this statement shall not be deemed an admission that Mr. Koenig is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Mr. Koenig hereby disclaims beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.