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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Paley Eric B

(Last) (First) (Middle)
C/O THE TRADE DESK, INC.
42 NORTH CHESTNUT STREET

(Street)
VENTURA CA 93001

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2016
3. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Seed Preferred Stock (1) (1) Class B Common Stock(2)(3) 1,900,000(1) (1) I(4) By Founder Collective, L.P.
Series A-1 Preferred Stock (1) (1) Class B Common Stock(2)(3) 1,360,546(1) (1) I(4) By Founder Collective, L.P.
Series A-2 Preferred Stock (1) (1) Class B Common Stock(2)(3) 368,073(1) (1) I(4) By Founder Collective, L.P.
Seed Preferred Stock (1) (1) Class B Common Stock(2)(3) 600,000(1) (1) I(4) By Founder Collective Entrepreneurs' Fund, LLC
Series A-1 Preferred Stock (1) (1) Class B Common Stock(2)(3) 361,663(1) (1) I(4) By Founder Collective Entrepreneurs' Fund, LLC
Series A-2 Preferred Stock (1) (1) Class B Common Stock(2)(3) 97,840(1) (1) I(4) By Founder Collective Entrepreneurs' Fund, LLC
Explanation of Responses:
1. The Seed Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock (collectively, the "Preferred Stock") will convert into shares of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-3 reverse stock split effected by the Issuer and the resulting change to the conversion price for the Preferred Stock. The Preferred Stock does not have an expiration date.
2. Each share of Class B Common Stock has no expiration date and is convertible for no additional consideration into one (1) share of Class A Common Stock at the option of the holder thereof at any time. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's Amended and Restated Certificate of Incorporation in effect as of the date hereof.
3. All shares of Class B Common Stock will convert automatically into shares of Class A Common Stock upon the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock or (ii) a date specified by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Class B Common Stock.
4. Founder Collective GP, LLC is the general partner (the "General Partner") of Founder Collective, L.P. ("Founder LP") and the managing member of Founder Collective Entrepreneurs' Fund, LLC ("Founder LLC," and together with the General Partner and Founder LP, the "Collective Entities"). The Reporting Person is a managing member of the General Partner and has shared voting and investment power over the shares held by the Collective Entities. The Reporting Person in his capacity with regard to the General Partner, may be deemed to indirectly beneficially own the securities held by the Collective Entities, but disclaims ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Vivian Yang, Attorney-in-Fact for Eric B. Paley 09/20/2016
** 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 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 Number.

Exhibit 24

 

POWER OF ATTORNEY

ERIC B. PALEY

 

With respect to holdings of and transactions in securities issued by The Trade Desk, Inc. (the “Company”), the undersigned hereby constitutes and appoints the officers of the Company listed on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.              prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.              execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

3.              do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.              take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney-in-fact.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of September, 2016.

 

 

/s/ Eric B. Paley

 



 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

1.  Paul E. Ross, Chief Financial Officer

2.  Vivian Yang, Chief Legal Officer

3.  Alfred Palomino, Senior Manager (Reporting)

 

2