Trade Desk, Inc. — Director's Dealing 2016

Sep 20, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Trade Desk, Inc. (TTD)
CIK: 0001671933
Period of Report: 2016-09-20

Reporting Person: Pickles David Randall (Chief Technology Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1062883)		Direct
Employee Stock Option (Right to Buy)	$0.171	2023-02-07	Class B Common Stock (100000)		Direct
Employee Stock Option (Right to Buy)	$0.819	2025-01-19	Class B Common Stock (80178)		Direct
Employee Stock Option (Right to Buy)	$3.360	2025-12-08	Class B Common Stock (43481)		Direct

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 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.

F3: The option was granted on February 8, 2013, with a vesting commencement date ("VCD") of October 17, 2012. One forty-eighth (1/48th ) of the shares subject to the option vest on each monthly anniversary of the VCD, subject to continued employment with the Issuer through the applicable vesting dates.

F4: The option was granted on January 20, 2015, the vesting commencement date ("VCD"). One forty-eighth (1/48th ) of the shares subject to the option vest on each monthly anniversary of the VCD, subject to continued employment with the Issuer through the applicable vesting dates.

F5: The option was granted on December 9, 2015, with a vesting commencement date ("VCD") of January 1, 2016. One forty-eighth (1/48th ) of the shares subject to the option vest on each monthly anniversary of the VCD, subject to continued employment with the Issuer through the applicable vesting dates.