FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Walsh Joshua David		 2. Date of Event Requiring Statement (MM/DD/YYYY)
3/30/2023 

 3. Issuer Name and Ticker or Trading Symbol

AdTheorent Holding Company, Inc. [ADTH]
(Last)        (First)        (Middle)

330 HUDSON STREET, 13TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Innovation Officer /
(Street)

NEW YORK, NY 10013      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		2. Amount of Securities Beneficially Owned
(Instr. 4)		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.0001 Par Value 1791866 D  
Common Stock, $0.0001 Par Value 10977 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)		2. Date Exercisable and Expiration Date
(MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Option  (2)10/1/2027 Common Stock 498263 $0.47 D  
Explanation of Responses:
(1) Pursuant to the terms of the Issuer's 2021 Long-Term Incentive Plan, the Reporting Person was granted 10,977 Restricted Stock Units, which will vest in three equal installments on January 1, 2024, 2025, and 2026, respectively, subject to the Reporting Person's continuous employment with the Issuer.
(2) This Option grant was vested in full as of 12/31/2020.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Walsh Joshua David
330 HUDSON STREET, 13TH FLOOR
NEW YORK, NY 10013

Chief Innovation Officer
Signatures
/s/ Thomas P. Conaghan, Attorney-in-Fact4/10/2023
**Signature of Reporting PersonDate
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 5(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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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