SEC FORM 4

SEC Form 4

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^*

Green Jeffrey Terry

(Last)

(First)

(Middle)

C/O THE TRADE DESK, INC.

42 NORTH CHESTNUT STREET

(Street)

VENTURA

93001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/18/2024		M		664,051	A	$68.29	797,234	D
Class A Common Stock	12/18/2024		M		35,949	A	$61.46	833,183	D
Class A Common Stock	12/18/2024		G⁽¹⁾		700,000	D	$0	133,183	D
Class A Common Stock	12/18/2024		G⁽¹⁾		700,000	A	$0	720,648	I	See Footnote⁽²⁾
Class A Common Stock								825,216	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$68.29	12/18/2024		M			664,051	⁽⁴⁾	10/06/2031	Class A Common Stock	664,051	$0	17,785,150⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$61.46	12/18/2024		M			35,949	⁽⁶⁾	04/24/2033	Class A Common Stock	35,949	$0	215,696	D

Explanation of Responses:

1. Represents a transfer of shares from the Reporting Person to a trust held by the Reporting Person.

2. 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.

3. 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.

4. The shares subject to the option vest in eight tranches over a ten-year term beginning on October 6, 2021, (the "Grant Date"), and ending on October 6, 2031, (i) if the closing price of Issuer's Class A Common Stock measured over any 30-consecutive-trading-day period equals or exceeds $90.00, $115.00, $145.00, $185.00, $225.00, $260.00, $300.00 or $340.00, respectively, and (ii) for the first four years following the Grant Date, subject to continued service as the Issuer's Chief Executive Officer as of the applicable vesting date, and thereafter subject to continued service for the Issuer as of the applicable vesting date as Chief Executive Officer or in another role to be determined by the board of directors.

5. The original target level of shares subject to this option was an aggregate of 16,000,000 shares; the actual number of shares of Class A Common Stock issuable upon vesting is subject to adjustment based on the greatest result of three tests tied to the stock price of the Issuer's Class A Common Stock relative to performance of the companies comprising the Nasdaq-100 Index as of the Grant Date and may range from 80% to 120% of the target level (12,800,000 to 19,200,000 shares in the aggregate). The number of awards shown of 17,785,150 is at the highest level of 19,200,000 net of 1,414,850 shares exercised through the Transaction Date.

6. The option was granted on April 24, 2023, the Vesting Commencement Date ("VCD"). One forty-eighth (1/48th) 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.

Remarks:

	/s/ Kelli Faerber, Attorney-in-Fact for Jeffrey Terry Green	12/20/2024
	** 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.
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