Trade Desk, Inc. — Director's Dealing 2017

May 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Trade Desk, Inc. (TTD)
CIK: 0001671933
Period of Report: 2017-05-01

Reporting Person: Stempeck Brian John (Chief Client Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	Class A Common Stock	C	6332	$0.00	Acquired	30232	Direct
2017-05-01	Class A Common Stock	S	6332	$36.97	Disposed	23900	Direct
2017-05-01	Class A Common Stock	C	28668	$0.00	Acquired	52568	Direct
2017-05-01	Class A Common Stock	S	28668	$37.48	Disposed	23900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-01	Employee Stock Option (Right to Buy)	$0.069	M	6332	Disposed	2021-07-07	Class B Common Stock (6332)	Direct
2017-05-01	Class B Common Stock	$0.00	M	6332	Acquired		Class A Common Stock (6332)	Direct
2017-05-01	Class B Common Stock	$0.00	C	6332	Disposed		Class A Common Stock (6332)	Direct
2017-05-01	Employee Stock Option Exercise (Right to Buy)	$0.171	M	28668	Disposed	2022-10-16	Class B Common Stock (28668)	Direct
2017-05-01	Class B Common Stock	$0.00	M	28668	Acquired		Class A Common Stock (28668)	Direct
2017-05-01	Class B Common Stock	$0.00	C	28668	Disposed		Class A Common Stock (28668)	Direct

Footnotes

F1: 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.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.87 to $37.04, 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.04 to $37.91, 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 option was granted on July 8, 2011, the vesting commencement date ("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.

F5: 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.

F6: The option was granted on October 17, 2012, the vesting commencement date ("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.