Sec Form 4 Filing - MCAP Acquisition, LLC @ AdTheorent Holding Company, Inc. - 2021-12-22

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MCAP Acquisition, LLC 2. Issuer Name and Ticker or Trading Symbol AdTheorent Holding Company, Inc. [ ADTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MCAP ACQUISITION CORPORATION, 311 SOUTH WACKER DRIVE, SUITE 6400 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2021 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/22/2021 C 7,873,250 A 7,873,250 D Common Stock 04/13/2023 J( 2 ) 1,910,377 D 5,962,873 D Common Stock 06/13/2023 J( 2 ) 27,807 D 5,935,066 D Common Stock 02/15/2024 J( 2 ) 4,127,858 D 1,807,208 D Common Stock 02/15/2024 J( 3 ) 1,807,208 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 7,873,250 ( 1 ) ( 1 ) Common Stock 7,873,250 ( 1 ) 0 D Warrants $ 11.5 04/13/2023 J( 2 ) 1,997,376 ( 4 ) 12/22/2026 Common Stock 1,997,376 ( 2 ) 3,434,861 D Warrants $ 11.5 06/13/2023 J( 2 ) 30,263 ( 4 ) 12/22/2026 Common Stock 30,263 ( 2 ) 3,404,598 D Warrants $ 11.5 02/15/2024 J( 2 ) 3,056,572 ( 4 ) 12/22/2026 Common Stock 3,056,572 ( 2 ) 348,026 D Warrants $ 11.5 02/15/2024 J( 3 ) 348,026 ( 4 ) 12/22/2026 Common Stock 348,026 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCAP Acquisition, LLC C/O MCAP ACQUISITION CORPORATION 311 SOUTH WACKER DRIVE, SUITE 6400 CHICAGO, IL60606 X Signatures /s/ MCAP Acquisition, LLC, by Monroe Capital Management Advisors, LLC, its manager, by Theodore L. Koenig, Authorized Signatory 04/12/2024 Signature of Reporting Person Date

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 reported transactions reflect distributions in kind to the reporting person's investors in exchange for the investors' pro rata ownership interests in the reporting person. ( 3 )In connection with the February 15, 2024 distribution, the reporting person assigned its remaining interests in the Issuer to its parent and the reporting person was liquidated. ( 4 )These warrants are currently exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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