SEC Form 4 · accession 0000899243-18-005892

Trade Desk, Inc. · TTD

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

Table I — non-derivative securities

Table II — derivative securities

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.
• F10Includes 4,401 shares of common stock underlying restricted stock unit awards that are subject to time-based vesting and settlement.
• F11The reported securities are owned directly by the Reporting Person.
• F12The 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.
• F13The 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.
• F14The 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.
• F15The 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.
• F16The 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.
• F17The 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.
• F18The 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.
• F19All 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.
• 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.
• F4The 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.
• F5The 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.
• F6The 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.
• F7The 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.
• F8Represents a pro rata distribution without additional consideration by Founder LP to its limited partners and general partner.
• F9Represents a pro rata distribution without additional consideration by Founder LLC to its members.