ADTHW AdTheorent Holding Company Inc

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * MILLER BRADLEY J	2. Issuer Name and Ticker or Trading Symbol Priority Technology Holdings, Inc. [ PRTH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) General Counsel and CRO
(Last)          (First)          (Middle) C/O PRIORITY TECHNOLOGY HOLDINGS, INC., 2001 WESTSIDE PARKWAY, SUITE 155	3. Date of Earliest Transaction (MM/DD/YYYY) 2/17/2023
(Street) ALPHARETTA, GA 30004 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/17/2023		M		66667	A	$0 (1)	199062	D
Common Stock	2/17/2023		F		30067 (2)	D	$4.34	168995	D
Common Stock	2/18/2023		M		52300	A	$0 (1)	221295	D
Common Stock	2/18/2023		F		23588 (2)	D	$4.32	197707	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Unit	(1)	2/17/2023		M			66667	(3)	(3)	Common Stock	66667.0	$0	185633	D
Restricted Stock Unit	(1)	2/18/2023		M			52300	(4)	(4)	Common Stock	52300.0	$0	133333	D

Explanation of Responses:
(1)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(2)	Shares withheld to satisfy tax obligations.
(3)	On September 1, 2022, a grant was approved for the Reporting Person for 200,000 restricted stock units which 66,666 vest on February 17, 2023, 66,666 vest on February 17, 2024, and 66,667 vest on February 17, 2025 subject to the Reporting Person's continued employment with the Issuer.
(4)	On February 18, 2020, the Reporting Person was granted 209,204 restricted stock units which vest 50% on February 18, 2021; 25% on February 18, 2022; and 25% on February 18, 2023 subject to the Reporting Person's continued employment with the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MILLER BRADLEY J C/O PRIORITY TECHNOLOGY HOLDINGS, INC. 2001 WESTSIDE PARKWAY, SUITE 155 ALPHARETTA, GA 30004			General Counsel and CRO

Signatures
/s/ Bradley J. Miller		2/28/2023
**Signature of Reporting Person		Date

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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