Trade Desk, Inc. — Director's Dealing 2017

Dec 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Trade Desk, Inc. (TTD)
CIK: 0001671933
Period of Report: 2017-12-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-01	Class A Common Stock	A	20417	$0.00	Acquired	97983	Direct
2017-12-01	Class A Common Stock	C	1206	$0.00	Acquired	99189	Direct
2017-12-01	Class A Common Stock	S	1206	$47.20	Disposed	97983	Direct
2017-12-01	Class A Common Stock	C	4010	$0.00	Acquired	101993	Direct
2017-12-01	Class A Common Stock	S	4010	$47.90	Disposed	97983	Direct
2017-12-01	Class A Common Stock	C	2284	$0.00	Acquired	100267	Direct
2017-12-01	Class A Common Stock	S	2284	$48.877	Disposed	97983	Direct
2017-12-01	Class A Common Stock	F	2540	$48.00	Disposed	95443	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-01	Employee Stock Option (Right to Buy)	$48.00	A	42012	Acquired	2027-12-01	Class A Common Stock (42012)	Direct
2017-12-01	Employee Stock Option (Right to Buy)	$0.171	M	7500	Disposed	2023-02-07	Class B Common Stock (7500)	Direct
2017-12-01	Class B Common Stock	$0.00	M	7500	Acquired		Class A Common Stock (7500)	Direct
2017-12-01	Class B Common Stock	$0.00	C	7500	Disposed		Class A Common Stock (7500)	Direct

Footnotes

F1: Represents restricted stock with a vesting commencement date ("VCD") of December 1, 2017, and which vests as to one-fourth of the granted shares on each anniversary of the VCD, subject to continued employment with the Issuer through the applicable vesting dates.

F2: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.58 to $47.41, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.60 to $48.55, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.60 to $49.31, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F6: The shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting of a Restricted Stock Award granted December 23, 2016.

F7: The option was granted on December 1, 2017, the Vesting Commencement ("VCD"). One forty-eighth (1/48th) of the shares subject to the option vest on the first monthly 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.

F8: 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.

F9: 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 and upon certain other circumstances.