SEC Form 4 · accession 0001209191-17-021402
Trade Desk, Inc. · TTD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert David Perdue
Officer — Chief Operating Officer · Director
Period of report
Mar 15, 2017
Accepted (ET)
Mar 17, 2017 · 4:30 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 | Mar 15, 2017 | C | 53,666 | $0.00 | A | 77,566 | D |
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 | $0.171 | Mar 15, 2017 | M | 95,000 | D | — | Feb 7, 2023 | Class B Common Stock | 95,000 | 218,000 | D |
| Class B Common StockF2,F3 | $0.00 | Mar 15, 2017 | M | 95,000 | A | — | — | Class A Common Stock | 95,000 | 148,666 | D |
| Class B Common StockF2 | $0.00 | Mar 15, 2017 | C | 53,666 | D | — | — | Class A Common Stock | 53,666 | 95,000 | D |
Explanation of responses
- F1The option was granted on February 8, 2013, with a vesting commencement date ("VCD") of January 7, 2013. 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.