SEC Form 4 · accession 0000899243-17-006442

Trade Desk, Inc. · TTD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Founder Collective, L.P.

10% Owner

Founder Collective GP, LLC

10% Owner

David A. Frankel

10% Owner

Founder Collective Entrepreneurs' Fund, LLC

10% Owner

Period of report

Mar 3, 2017

Accepted (ET)

Mar 3, 2017 · 5:30 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001671933

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1,F2,F3	Mar 3, 2017	C	1,667,813	—	A	1,667,813	I	By Founder Collective, L.P.
Class A Common Stock^F2,F3	Mar 3, 2017	S	1,667,813	$35.50	D	0	I	By Founder Collective, L.P.
Class A Common Stock^F1,F2,F3	Mar 3, 2017	C	486,977	—	A	486,977	I	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock^F2,F3	Mar 3, 2017	S	486,977	$35.50	D	0	I	By Founder Collective Entrepreneurs' Fund, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F2,F3,F1,F4	—	Mar 3, 2017	C	1,667,813	D	—	—	Class A Common Stock	1,667,813	1,728,621	I
Class B Common Stock^F2,F3,F1,F4	—	Mar 3, 2017	C	486,977	D	—	—	Class A Common Stock	486,977	504,732	I

Explanation of responses

F1Each 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.
F2Founder 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 "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 Collective Entities.
F3Each 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 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.
F4All shares of Class B Common Stock will convert automatically into shares of a 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.