FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/29/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 12,000 | I | See Footnote(1) | |||||||
Class A Common Stock | 71,870 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option Exercise (Right to Buy) | $748.98 | 04/29/2021 | A | 21,572 | (2) | 04/29/2031 | Class A Common Stock | 21,572 | $0.00 | 21,572 | D | ||||
Employee Stock Option Exercise (Right to Buy) | $823.88 | 04/29/2021 | A | 133 | (3) | 04/29/2026 | Class A Common Stock | 133 | $0.00 | 133 | D | ||||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 3,094,548 | 3,094,548 | I | See Footnote(5) | |||||||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 1,266,667 | 1,266,667 | I | See Footnote(6) |
Explanation of Responses: |
1. Represents securities held by the Jeff T. Green Family Foundation (the "Foundation"). Mr. Green is the sole member and director of the Foundation and has investment and voting control over the shares held by the Foundation, and may be deemed to indirectly beneficially own the shares held by the Foundation. |
2. The option was granted on April 29, 2021, the Vesting Commencement Date ("VCD"). The option vests over four years in increments on each monthly anniversary of the VCD according to the following schedule: an aggregate of 5,426 shares will vest during each of the twelve-month periods ending on April 29, 2022, 2023 and 2024, respectively, and an aggregate of 5,294 shares will vest during the twelve month period ending April 29, 2025, in each case, subject to continued employment with the Issuer through the applicable vesting dates. |
3. The option was granted on April 29, 2021, with a VCD of December 29, 2024. One-fourth (1/4th) of the shares subject to the option vest on each monthly anniversary of the VCD, subject to continued employment with the Issuer through the applicable vesting dates. |
4. Each 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 and upon certain other circumstances. |
5. Represents securities held by the Jeff Green Trust (the "Trust"). Mr. Green is a Trustee of the Trust and has investment and voting control over the shares held by the Trust, and may be deemed to indirectly beneficially own the shares held by the Trust. |
6. Represents securities held by the Green Irrevocable Trust of 2015 (the "Irrevocable Trust"). Mr. Green is a Trustee of the Irrevocable Trust and has investment and voting control over the shares held by the Irrevocable Trust, and may be deemed to indirectly beneficially own the shares held by the Irrevocable Trust. |
Remarks: |
/s/ Alfred Palomino, Attorney-in-fact for Jeffrey Terry Green | 05/03/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |