Trade Desk, Inc. — Director's Dealing 2016

Sep 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Trade Desk, Inc. (TTD)
CIK: 0001671933
Period of Report: 2016-09-26

Reporting Person: Falk Thomas (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-26	Class A Common Stock	P	50000	$18.00	Acquired	50000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-26	Series A-3 Preferred Stock	$	C	2330082	Disposed		Series B Common Stock (776694)	Indirect
2016-09-26	Seed Preferred Stock	$	C	28349	Disposed		Series B Common Stock (9449)	Indirect
2016-09-26	Series A-1 Preferred Stock	$	C	70990	Disposed		Series B Common Stock (56996)	Indirect
2016-09-26	Series A-3 Preferred Stock	$	C	183410	Disposed		Series B Common Stock (61136)	Indirect
2016-09-26	Class B Common Stock	$	C	776694	Acquired		Class A Common Stock (776694)	Indirect
2016-09-26	Class B Common Stock	$	C	66445	Acquired		Class A Common Stock (66445)	Indirect
2016-09-26	Class B Common Stock	$	C	61136	Acquired		Class A Common Stock (61136)	Indirect

Footnotes

F1: The Seed Preferred Stock, Series A-1 Preferred Stock and Series A-3 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.

F2: 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.

F3: All shares of Class B Common Stock will convert automatically into shares of a 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 ?%) of the outstanding shares of Class B Common Stock.

F4: The Reporting Person has no pecuniary interest in shares owned by Via Entrepreneurs Investment Fund I, LP., and are reported herein because he may be deemed to be the beneficial owner of such shares.