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: Founder Collective GP, LLC (10% Owner)
Reporting Person: Founder Collective, L.P. (10% Owner)
Reporting Person: Founder Collective Entrepreneurs' Fund, LLC (10% Owner)
Reporting Person: Frankel David A. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-26	Class A Common Stock	C	232185	—	Acquired	232185	Indirect
2016-09-26	Class A Common Stock	S	232185	$18.00	Disposed	0	Indirect
2016-09-26	Class A Common Stock	C	67794	—	Acquired	67794	Indirect
2016-09-26	Class A Common Stock	S	67794	$18.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-26	Seed Preferred Stock	$	C	5700000	Disposed		Class B Common Stock (1900000)	Indirect
2016-09-26	Series A-1 Preferred Stock	$	C	4081640	Disposed		Class B Common Stock (1360546)	Indirect
2016-09-26	Series A-2 Preferred Stock	$	C	1104220	Disposed		Class B Common Stock (368073)	Indirect
2016-09-26	Class B Common Stock	$	C	3628619	Acquired		Class A Common Stock (3628619)	Indirect
2016-09-26	Class B Common Stock	$	C	232185	Disposed		Class A Common Stock (232185)	Indirect
2016-09-26	Seed Preferred Stock	$	C	1800000	Disposed		Class B Common Stock (600000)	Indirect
2016-09-26	Series A-1 Preferred Stock	$	C	1084990	Disposed		Class B Common Stock (361663)	Indirect
2016-09-26	Series A-2 Preferred Stock	$	C	293520	Disposed		Class B Common Stock (97840)	Indirect
2016-09-26	Class B Common Stock	$	C	1059503	Acquired		Class A Common Stock (1059503)	Indirect
2016-09-26	Class B Common Stock	$	C	67794	Disposed		Class A Common Stock (67794)	Indirect

Footnotes

F1: 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.

F2: All shares of Class B Common Stock will convert automatically into shares of a 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.

F3: 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"). David A. Frankel and Eric Paley, a member of the Issuer's Board of Directors, are the managing members of the General Partner and may be deemed to have shared voting and investment power over the shares held by the Collective Entities.

F4: Each of the General Partner and Messrs. Frankel and Paley in their respective capacities 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 any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F5: Each share of Seed Preferred Stock, Series A-1 Preferred Stock and Series A-2 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.