Trade Desk, Inc. — Director's Dealing 2017

Apr 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Trade Desk, Inc. (TTD)
CIK: 0001671933
Period of Report: 2017-04-26

Reporting Person: Falk Thomas (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-26	Class A Common Stock	C	593138	$0.00	Acquired	593138	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-26	Class B Common Stock	$	C	593138	Disposed		Class A Common Stock (593138)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	50000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (66445)	66445	Indirect
Class B Common Stock	$		Class A Common Stock (61136)	61136	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 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 (66.6%) of the outstanding shares of Class B Common Stock.

F3: The conversion of the Class B Common Stock into Class A Common Stock is converted at a fixed conversion price and is therefore exempt under Rule 16b-6(b).

F4: The Reporting Person has no pecuniary interest in shares owned by Via Entrepreneurs Investment Fund I, LP., and are reported herein because he may be deemed to be the beneficial owner of such shares.