SEC Form 4 · accession 0001104659-16-146837

Trade Desk, Inc. · TTD

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

Reporting owner

Eric B Paley

Director · 10% Owner

Period of report

Sep 26, 2016

Accepted (ET)

Sep 27, 2016 · 4:39 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 Stock^F1,F3	Sep 26, 2016	C	232,185	—	A	232,185	I	By Founder Collective, L.P.
Class A Common Stock^F3	Sep 26, 2016	S	232,185	$18.00	D	0	I	By Founder Collective, L.P.
Class A Common Stock^F1,F3	Sep 26, 2016	C	67,794	—	A	67,794	I	By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock^F3	Sep 26, 2016	S	67,794	$18.00	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
Seed Preferred Stock^F3,F4	—	Sep 26, 2016	C	5,700,000	D	—	—	Class B Common Stock	1,900,000	0	I
Series A-1 Preferred Stock^F3,F4	—	Sep 26, 2016	C	4,081,640	D	—	—	Class B Common Stock	1,360,546	0	I
Series A-2 Preferred Stock^F3,F4	—	Sep 26, 2016	C	1,104,220	D	—	—	Class B Common Stock	368,073	0	I
Class B Common Stock^F3,F4,F1,F2	—	Sep 26, 2016	C	3,628,619	A	—	—	Class A Common Stock	3,628,619	3,628,619	I
Class B Common Stock^F3,F1,F2	—	Sep 26, 2016	C	232,185	D	—	—	Class A Common Stock	232,185	3,396,434	I
Seed Preferred Stock^F3,F4	—	Sep 26, 2016	C	1,800,000	D	—	—	Class B Common Stock	600,000	0	I
Series A-1 Preferred Stock^F3,F4	—	Sep 26, 2016	C	1,084,990	D	—	—	Class B Common Stock	361,663	0	I
Series A-2 Preferred Stock^F3,F4	—	Sep 26, 2016	C	293,520	D	—	—	Class B Common Stock	97,840	0	I
Class B Common Stock^F3,F4,F1,F2	—	Sep 26, 2016	C	1,059,503	A	—	—	Class A Common Stock	1,059,503	1,059,503	I
Class B Common Stock^F3,F1,F2	—	Sep 26, 2016	C	67,794	D	—	—	Class A Common Stock	67,794	991,709	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.
F2All 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.
F3Founder 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"). The Reporting Person is a managing member of the General Partner and has shared voting and investment power over the shares held by the Collective Entities. The Reporting Person in his capacity 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 the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
F4Each share of Seed Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock (collectively, the "Preferred Stock") had no expiration date and automatically converted into one-third (1/3) of a share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering.