SEC Form 4 · accession 0001571049-16-018514

Trade Desk, Inc. · TTD

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

Reporting owner

Thomas Falk

Director · 10% Owner

Period of report

Sep 26, 2016

Accepted (ET)

Sep 28, 2016 · 6:47 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	Sep 26, 2016	P	50,000	$18.00	A	50,000	I	Via eValue AG

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-3 Preferred Stock^F1,F2,F3	—	Sep 26, 2016	C	2,330,082	D	—	—	Series B Common Stock	776,694	I
Seed Preferred Stock^F1,F2,F3	—	Sep 26, 2016	C	28,349	D	—	—	Series B Common Stock	9,449	I
Series A-1 Preferred Stock^F1,F2,F3	—	Sep 26, 2016	C	70,990	D	—	—	Series B Common Stock	56,996	I
Series A-3 Preferred Stock^F1,F2,F3,F4	—	Sep 26, 2016	C	183,410	D	—	—	Series B Common Stock	61,136	I
Class B Common Stock^F2,F3	—	Sep 26, 2016	C	776,694	A	—	—	Class A Common Stock	776,694	I
Class B Common Stock^F2,F3	—	Sep 26, 2016	C	66,445	A	—	—	Class A Common Stock	66,445	I
Class B Common Stock^F4,F2,F3	—	Sep 26, 2016	C	61,136	A	—	—	Class A Common Stock	61,136	I

Explanation of responses

F1The Seed Preferred Stock, Series A-1 Preferred Stock and Series A-3 Preferred Stock (collectively, the "Preferred Stock") will convert into shares of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1 for-3 reverse stock split effected by the Issuer and the resulting change to the conversion price for the Preferred Stock. The Preferred Stock does not have an expiration date.
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 in effect as of the date hereof.
F3All 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 ?%) of the outstanding shares of Class B Common Stock.
F4The Reporting Person has no pecuniary interest in shares owned by Via Entrepreneurs Investment Fund I, LP., and are reported herein because he may be deemed to be the beneficial owner of such shares.