SEC Form 4/A · accession 0000899243-17-015952
Trade Desk, Inc. · TTD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Eric B Paley
Director
Period of report
Jun 2, 2017
Accepted (ET)
Jun 9, 2017 · 4:48 pm EDT
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 StockF1,F2,F3 | Jun 2, 2017 | C | 107,463 | — | A | 107,463 | I | By Founder Collective, L.P. |
| Class A Common StockF5,F2,F3 | Jun 2, 2017 | S | 107,463 | $52.00 | D | 0 | I | By Founder Collective, L.P. |
| Class A Common StockF1,F2,F3 | Jun 2, 2017 | C | 31,377 | — | A | 31,377 | I | By Founder Collective Entrepreneurs' Fund, LLC |
| Class A Common StockF5,F2,F3 | Jun 2, 2017 | S | 31,377 | $52.00 | 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 StockF2,F3,F1,F4 | — | Jun 2, 2017 | C | 107,463 | D | — | — | Class A Common Stock | 107,463 | 746,198 | I |
| Class B Common StockF2,F3,F1,F4 | — | Jun 2, 2017 | C | 31,377 | D | — | — | Class A Common Stock | 31,377 | 217,880 | 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 "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.
- 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 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.
- F4All 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.
- F5This Amendment is being filed to reflect the public offering price per share rather than the underwriting discount price per share.