SEC Form 4 · accession 0001104659-16-150663
Trade Desk, Inc. · TTD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian John Stempeck
Officer — Chief Client Officer
Period of report
Oct 14, 2016
Accepted (ET)
Oct 18, 2016 · 11:44 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001671933
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F1 | $0.069 | Oct 14, 2016 | M | 30,000 | D | — | Jul 22, 2020 | Class B Common Stock | 30,000 | 55,000 | D |
| Class B Common StockF2,F3 | $0.00 | Oct 14, 2016 | M | 30,000 | A | — | — | Class A Common Stock | 30,000 | 45,000 | D |
Explanation of responses
- F1The option was granted on July 23, 2010 with a vesting commencement date ("VCD") of June 21, 2010. One-fourth (1/4th) of the shares subject to the option vest on the first anniversary of the VCD, with one forty-eighth (1/48th) of the shares subject to the original grant vesting on each monthly anniversary thereafter, subject to continued employment with the Issuer through the applicable vesting dates.
- F2Each 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.
- F3All shares of Class B Common Stock will convert automatically into shares of Class A Common Stock 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.