Trade Desk, Inc. — Director's Dealing 2016

Sep 27, 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: EHRENBERG ROGER (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-26	Seed Preferred Stock	$	C	7500000	Disposed		Class B Common Stock (2500000)	Indirect
2016-09-26	Series A-1 Preferred Stock	$	C	5165600	Disposed		Class B Common Stock (1721866)	Indirect
2016-09-26	Series A-2 Preferred Stock	$	C	4193250	Disposed		Class B Common Stock (1397750)	Indirect
2016-09-26	Series A-3 Preferred Stock	$	C	1632910	Disposed		Class B Common Stock (544303)	Indirect
2016-09-26	Series B Preferred Stock	$	C	1234060	Disposed		Class B Common Stock (411353)	Indirect
2016-09-26	Class B Common Stock	$	C	6575272	Acquired		Class A Common Stock (6575272)	Indirect

Footnotes

F1: Each share of Seed Preferred Stock, Series A-1, Series A-2, Series A-3 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") had no expiration date and automatically converted into one-third (1/3) of a share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering.

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 Class A Common Stock on a one-for-one basis 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.

F4: The reporting person is the managing member of IA Venture Partners, LLC which is the general partner (the "General Partner") of IA Venture Strategies Fund I, LP ("IAVS Fund I"). The reporting person has voting and investment control over the shares held by IAVS Fund I. The reporting person may be deemed to indirectly beneficially own the securities held by IAVS Fund I, but disclaims such ownership except to the extent of his pecuniary interest therein.