SEC Form 5 · accession 0001144204-19-006803
Trade Desk, Inc. · TTD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Thomas Falk
Director
Period of report
Dec 31, 2018
Accepted (ET)
Feb 13, 2019 · 9:01 am 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 StockF3,F4 | Mar 8, 2018 | C | 23,811 | $0.00 | A | 23,811 | I | Via Entrepreneurs Investment Fund I LP |
| Class A Common StockF5,F4 | Mar 8, 2018 | J | 11,905 | $0.00 | D | 0 | I | Via Entrepreneurs Investment Fund I LP |
| Class A Common Stock | Apr 17, 2018 | S | 183,556 | $55.00 | D | 258,456 | I | Via Revel Venture Fund I LP |
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 StockF3,F1,F2 | — | Mar 8, 2018 | C | 23,811 | D | — | — | Class A Common Stock | 23,811 | 0 | 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 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 (66.6%) of the outstanding shares of Class B Common Stock.
- F3The conversion of the Class B Common Stock into Class A Common Stock is converted at a fixed conversion price, at a one-for-one conversion rate, and is therefore exempt under Rule 16b-6(b).
- F4An amount of 11,906 of such shares were transferred to Falk Ventures GmbH, which is not required to be reported herein because the transfer represents only a change in the nature of indirect ownership.
- F5Via Entrepreneurs Investment Fund I LP distributed 11,905 shares to its members, who are not affiliated with the Issuer.
- F6Such sales were made pursuant to a Rule 10(b)5-1 Plan established by the Reporting Person.