SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Yang Vivian

(Last) (First) (Middle)
C/O THE TRADE DESK.
42 N. CHESTNUT ST.

(Street)
VENTURA CA 93001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Class A Common Stock 03/11/2019 C 1,263 A $0.00 44,807 D
Class A Common Stock 03/11/2019 S 1,263 D $203.64(1) 43,544 D
Class A Common Stock 03/11/2019 M 2,706 A $0.00 46,250 D
Class A Common Stock 03/11/2019 S 2,706 D $204.15(2) 43,544 D
Class A Common Stock 03/11/2019 M 2,625 A $0.00 46,169 D
Class A Common Stock 03/11/2019 S 2,625 D $204.43(3) 43,544 D
Class A Common Stock 03/11/2019 M 1,095 A $0.00 44,639 D
Class A Common Stock 03/11/2019 S 1,095 D $204.57(4) 43,544 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Employee Stock Option (right to Buy) $18.03 03/11/2019 M 1,263 (5) 08/14/2026 Class B Common Stock 1,263 $0.00 25,292 D
Class B Common Stock $0.00 03/11/2019 M 1,263 (6) (6) Class A Common Stock 1,263 $0.00 1,263 D
Class B Common Stock $0.00 03/11/2019 C 1,263 (6) (6) Class A Common Stock 1,263 $0.00 0 D
Employee Stock Option (Right to Buy) $30.15 03/11/2019 M 2,706 (7) 12/22/2026 Class A Common Stock 2,706 $0.00 18,946 D
Employee Stock Option (Right to Buy) $48 03/11/2019 M 2,625 (8) 12/01/2027 Class A Common Stock 2,625 $0.00 28,887 D
Employee Stock Option (Right to Buy) $142.25 03/11/2019 M 1,095 (9) 12/01/2028 Class A Common Stock 1,095 $0.00 16,440 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.51 to $203.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.73 to $204.33, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.33 to $204.51, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.51 to $204.69, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
5. The option was granted on August 15, 2016, the vesting commencement date ("VCD"). One-fourth (1/4th) of the shares subject to the option vest on the first anniversary of the VCD, with one forty-eighth (1/48th) of the shares subject to the original grant vesting on each monthly anniversary thereafter, subject to continued employment with the Issuer through the applicable vesting dates.
6. 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 and upon certain other circumstances.
7. The option was granted on December 23, 2016. The VCD is December 1, 2016. One forty-eighth (1/48) of the shares subject to the option vest each monthly anniversary of the VCD, subject to continued employment with the Issuer through the applicable vesting dates.
8. The option was granted on December 1, 2017, theVCD. One forty-eighth (1/48) of the shares subject to the option vest each monthly anniversary of the VCD , subject to continued employment with the Issuer through the applicable vesting dates.
9. The option was granted on December 1, 2018, the VCD. One forty-eighth (1/48th) of the shares subject to the option vest each monthly anniversary of the VCD, subject to continued employment with the Issuer through the applicable vesting dates.
Remarks:
/s/ Paul E. Ross, Attorney-in-Fact for Vivian Yang 03/13/2019
** 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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