Trade Desk, Inc. — Director's Dealing 2016

Nov 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Trade Desk, Inc. (TTD)
CIK: 0001671933
Period of Report: 2016-11-04

Reporting Person: Perdue Robert David (Director, Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-04	Employee Stock Option (Right to Buy)	$0.171	M	7000	Disposed	2023-02-07	Class B Common Stock (7000)	Direct
2016-11-04	Class B Common Stock	$0	M	7000	Acquired		Class A Common Stock (7000)	Direct

Footnotes

F1: The option was granted on February 8, 2013, with a vesting commencement date ("VCD") of January 7, 2013. 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.

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.

F3: 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.