President and CEO Green Jeffrey Terry exercised 132,050 shares at a strike of $47.05, exercised 3,330 units of Class A Common Stock at a strike of $33.00, gifted 135,380 shares and received a gift of 135,380 shares (SEC Form 4)
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| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 08/28/2024 | ||||||||||||||||||||||||||
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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 | 08/28/2024 | M | 370 | A | $27.444 | 146,871 | D | |||
| Class A Common Stock | 08/28/2024 | M | 5,730 | A | $24.949 | 152,601 | D | |||
| Class A Common Stock | 08/28/2024 | M | 3,330 | A | $33.001 | 155,931 | D | |||
| Class A Common Stock | 08/28/2024 | M | 53,450 | A | $30.001 | 209,381 | D | |||
| Class A Common Stock | 08/28/2024 | M | 72,500 | A | $61.46 | 281,881 | D | |||
| Class A Common Stock | 08/28/2024 | G(1) | 135,380 | D | $0 | 146,501 | D | |||
| Class A Common Stock | 08/28/2024 | G(1) | 135,380 | A | $0 | 516,212 | I | See Footnote(2) | ||
| Class A Common Stock | 825,216 | I | See Footnote(3) | |||||||
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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 (Right to Buy) | $27.444 | 08/28/2024 | M | 370 | (4) | 12/09/2024 | Class A Common Stock | 370 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $24.949 | 08/28/2024 | M | 5,730 | (5) | 12/09/2029 | Class A Common Stock | 5,730 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $33.001(6) | 08/28/2024 | M | 3,330 | (7) | 05/15/2025 | Class A Common Stock | 3,330 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $30.001 | 08/28/2024 | M | 53,450 | (8) | 05/15/2030 | Class A Common Stock | 53,450 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $61.46 | 08/28/2024 | M | 72,500 | (9) | 04/24/2033 | Class A Common Stock | 72,500 | $0 | 272,613 | 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 option was granted on December 9, 2019, with a Vesting Commencement Date ("VCD") of December 9, 2022. One twelfth (1/12th) 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. |
| 5. The option was granted on December 9, 2019, the VCD. The option vested over four years in increments on each monthly anniversary of the VCD according to the following schedule: an aggregate of 72,650 shares vested during each of the calendar years 2020, 2021 and 2022 and an aggregate of 68,650 shares vested during calendar year 2023, in each case, subject to continued employment with the Issuer through the applicable vesting dates. |
| 6. This option was previously reported as covering 333 shares at an exercise price of $330.01 per share but was adjusted to reflect a 10-for-1 stock split effective June 16, 2021. |
| 7. The option was granted on May 15, 2020, with a VCD of December 15, 2023. One-fifth (1/5th) 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. |
| 8. The option was granted on May 15, 2020, the VCD. The option vested over four years in increments on each monthly anniversary of the VCD according to the following schedule: an aggregate of 97,270, 97,280 and 97,280 shares vested during the twelve month periods ending on May 15, 2021, 2022 and 2023, respectively, and an aggregate of 93,950 shares vested during the twelve month period ending May 15, 2024, in each case, subject to continued employment with the Issuer through the applicable vesting dates. |
| 9. The option was granted on April 24, 2023, the 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 | 08/30/2024 | |
| ** 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. | ||
| 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. | ||