Statement of Changes in Beneficial Ownership (4)
December 28 2021 - 6:40PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KOENIG THEODORE L |
2. Issuer Name and Ticker or Trading Symbol
AdTheorent Holding Company, Inc.
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ADTH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MONROE CAPITAL CORPORATION, 311 SOUTH WACKER DRIVE, SUITE 6400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/22/2021 |
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(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common stock | 12/22/2021 | | C | | 7873250 | A | (1) | 9077691 | I | See Footnote (2) |
| Common stock | 12/22/2021 | | P | | 500000 | A | $10 (3) | 9577691 | I | See Footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B common stock | (1) | 12/22/2021 | | C | | | 7873250 | (1) | (1) | Class A Common Stock | 7873250 | (1) | 0 | I | See Footnote (2) |
| Explanation of Responses: |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KOENIG THEODORE L
C/O MONROE CAPITAL CORPORATION
311 SOUTH WACKER DRIVE, SUITE 6400
CHICAGO, IL 60606 |
| X |
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Signatures
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| Theodore L. Koenig, by Nelson Mullins Riley & Scarborough with Power of Attorney | | 12/28/2021 |
| **Signature of Reporting Person | Date |
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