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^*

Green Jeffrey Terry

(Last)

(First)

(Middle)

C/O THE TRADE DESK, INC.

42 NORTH CHESTNUT STREET

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2023

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	11/15/2023		G⁽¹⁾		26,778	D	$0.00	252,026	D
Class A Common Stock	11/15/2023		G⁽¹⁾		26,778	A	$0.00	1,235,999	I	See Footnote⁽²⁾
Class A Common Stock	11/16/2023		M		70,650	A	$14.245	322,676	D
Class A Common Stock	11/16/2023		M		3,630	A	$27.444	326,306	D
Class A Common Stock	11/16/2023		M		105,320	A	$24.949	431,626	D
Class A Common Stock	11/16/2023		M		145,960	A	$30.001	577,586	D
Class A Common Stock	11/16/2023		G⁽¹⁾		325,560	D	$0.00	252,026	D
Class A Common Stock	11/16/2023		G⁽¹⁾		325,560	A	$0.00	1,561,559	I	See Footnote⁽²⁾
Class A Common Stock								708,216	I	See Footnote⁽³⁾

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)
Employee Stock Option (Right to Buy)	$14.245	11/16/2023		M			70,650	⁽⁴⁾	12/01/2028	Class A Common Stock	70,650	$0.00	0	D
Employee Stock Option (Right to Buy)	$27.444⁽⁵⁾	11/16/2023		M			3,630	⁽⁶⁾	12/09/2024	Class A Common Stock	3,630	$0.00	370⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$24.949	11/16/2023		M			105,320	⁽⁷⁾	12/09/2029	Class A Common Stock	105,320	$0.00	5,730	D
Employee Stock Option (Right to Buy)	$30.001	11/16/2023		M			145,960	⁽⁸⁾	05/15/2030	Class A Common Stock	145,960	$0.00	53,450	D

Explanation of Responses:

1. Represents a transfer of shares from the Reporting Person to a trust held by the Reporting Person.

2. Represents securities held by the Jeff Green Trust (the "Trust"). Mr. Green is a Trustee of the Trust and has investment and voting control over the shares held by the Trust, and may be deemed to indirectly beneficially own the shares held by the Trust.

3. Represents securities held by the Jeff T. Green Family Foundation (the "Foundation"). Mr. Green is the sole member and director of the Foundation and has investment and voting control over the shares held by the Foundation, and may be deemed to indirectly beneficially own the shares held by the Foundation.

4. The option was granted on December 1, 2018, the Vesting Commencement Date ("VCD"). The option vests over four years in increments on each monthly anniversary of the VCD according to the following schedule: an aggregate of 128,060 shares will vest during each of the calendar years 2019, 2020 and 2021 and an aggregate of 121,050 shares will vest during calendar year 2022, in each case, subject to continued employment with the Issuer through the applicable vesting dates.

5. This option was previously reported as covering 400 shares at an exercise price of $274.44 per share but was adjusted to reflect a 10-for-1 stock split effective June 16, 2021.

6. The option was granted on December 9, 2019, with a VCD of December 9, 2022. One twelfth (1/12th) of the shares subject to the option vest on each monthly anniversary of the VCD, subject to continued employment with the Issuer through the applicable vesting dates.

7. The option was granted on December 9, 2019, the VCD. The option vests over four years in increments on each monthly anniversary of the VCD according to the following schedule: an aggregate of 72,650 shares will vest during each of the calendar years 2020, 2021 and 2022 and an aggregate of 68,650 shares will vest during calendar year 2023, in each case, subject to continued employment with the Issuer through the applicable vesting dates.

8. The option was granted on May 15, 2020, the VCD. The option vests over four years in increments on each monthly anniversary of the VCD according to the following schedule: an aggregate of 97,270, 97,280 and 97,280 shares will vest during the twelve month periods ending on May 15, 2021, 2022 and 2023, respectively, and an aggregate of 93,950 shares will vest during the twelve month period ending May 15, 2024, in each case, subject to continued employment with the Issuer through the applicable vesting dates.

Remarks:

	/s/ Kelli Faerber, Attorney-in-Fact for Jeffrey Terry Green	11/17/2023
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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