SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Paley Eric B

(Last)

(First)

(Middle)

C/O THE TRADE DESK, INC.

(Street)

VENTURA

93001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/26/2018		C		746,198	A	⁽¹⁾	746,198	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class A Common Stock	02/26/2018		S		17,930	D	$57.1754⁽⁴⁾	728,268	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class A Common Stock	02/26/2018		S		25,075	D	$58.3552⁽⁵⁾	703,193	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class A Common Stock	02/26/2018		S		77,381	D	$59.6108⁽⁶⁾	625,812	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class A Common Stock	02/26/2018		S		42,729	D	$60.3367⁽⁷⁾	583,083	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class A Common Stock	02/26/2018		C		217,880	A	⁽¹⁾	217,880	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock	02/26/2018		S		5,235	D	$57.1754⁽⁴⁾	212,645	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock	02/26/2018		S		7,321	D	$58.3552⁽⁵⁾	205,324	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock	02/26/2018		S		22,596	D	$59.6108⁽⁶⁾	182,728	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock	02/26/2018		S		12,476	D	$60.3367⁽⁷⁾	170,252	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock	02/26/2018		J⁽⁸⁾		373,099	D	$0.00	209,984	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class A Common Stock	02/26/2018		J⁽⁹⁾		108,940	D	$0.00	61,312	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock	02/26/2018		J⁽⁸⁾		17,213	A	$0.00	21,614⁽¹⁰⁾	D⁽¹¹⁾
Class A Common Stock	02/26/2018		J⁽⁸⁾		4,392	A	$0.00	4,392	I	See Footnote⁽¹²⁾
Class A Common Stock	02/26/2018		J⁽⁸⁾		5,759	A	$0.00	5,759	I	See Footnote⁽¹³⁾
Class A Common Stock	02/26/2018		J⁽⁸⁾		7,063	A	$0.00	7,063	I	See Footnote⁽¹⁴⁾
Class A Common Stock	02/26/2018		J⁽⁹⁾		5,061	A	$0.00	26,675⁽⁹⁾	D⁽¹¹⁾
Class A Common Stock	02/27/2018		S		142,653	D	$56.0673⁽¹⁵⁾	67,331	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class A Common Stock	02/27/2018		S		13,798	D	$56.9492⁽¹⁶⁾	53,533	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class A Common Stock	02/27/2018		S		41,653	D	$56.0673⁽¹⁵⁾	19,659	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock	02/27/2018		S		4,029	D	$56.9492⁽¹⁶⁾	15,630	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock	02/28/2018		S		26,578	D	$55.4719⁽¹⁷⁾	26,955	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class A Common Stock	02/28/2018		S		26,955	D	$56.4353⁽¹⁸⁾	0	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class A Common Stock	02/28/2018		S		7,761	D	$55.4719⁽¹⁷⁾	7,869	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock	02/28/2018		S		7,869	D	$56.4353⁽¹⁸⁾	0	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	02/26/2018		C			746,198	⁽¹⁾⁽¹⁹⁾	⁽¹⁾⁽¹⁹⁾	Class A Common Stock	746,198	$0.00	0	I⁽²⁾⁽³⁾	By Founder Collective, L.P.
Class B Common Stock	⁽¹⁾	02/26/2018		C			217,880	⁽¹⁾⁽¹⁹⁾	⁽¹⁾⁽¹⁹⁾	Class A Common Stock	217,880	$0.00	0	I⁽²⁾⁽³⁾	By Founder Collective Entrepreneurs' Fund, LLC

Explanation of Responses:

1. 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.

2. Founder Collective GP, LLC is the general partner (the "General Partner") of Founder Collective, L.P. ("Founder LP") and the managing member of Founder Collective Entrepreneurs' Fund, LLC ("Founder LLC," and together with the General Partner and Founder LP, the "Founder Collective Entities"). David A. Frankel and Eric Paley, a member of the Issuer's Board of Directors, are the managing members of the General Partner and may be deemed to have shared voting and investment power over the shares held by the Founder Collective Entities.

3. Each of the General Partner and Messrs. Frankel and Paley in their respective capacities with regard to the General Partner, may be deemed to indirectly beneficially own the securities held by the Founder Collective Entities, but disclaims ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.00 to $57.53, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.00 to $58.61, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5) to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.00 to $59.995, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (6) to this Form 4.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.00 to $60.86, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (7) to this Form 4.

8. Represents a pro rata distribution without additional consideration by Founder LP to its limited partners and general partner.

9. Represents a pro rata distribution without additional consideration by Founder LLC to its members.

10. Includes 4,401 shares of common stock underlying restricted stock unit awards that are subject to time-based vesting and settlement.

11. The reported securities are owned directly by the Reporting Person.

12. The reported securities are owned directly by Eric Paley 2015 Remainder Trust - GST Exempt Share (the "2015 Remainder Trust"). The Reporting Person is a beneficiary of the 2015 Remainder Trust.

13. The reported securities are owned directly by Eric Paley 2016 Annuity Trust (the "2016 Annuity Trust"). The Reporting Person is a beneficiary of the 2016 Annuity Trust.

14. The reported securities are owned directly by Eric Paley 2017 Annuity Trust (the "2017 Annuity Trust"). The Reporting Person is a beneficiary of the 2017 Annuity Trust.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.75 to $56.74, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (15) to this Form 4.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.75 to $57.58, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (16) to this Form 4.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.06 to $56.05, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (17) to this Form 4.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.06 to $56.88, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (18) to this Form 4.

19. All shares of Class B Common Stock will convert automatically into shares of Class A Common Stock on a one-for-one basis 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.

Remarks:

	/s/ Joseph DeFilippi, Attorney-in-Fact for Eric B. Paley	02/28/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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