President and CEO Green Jeffrey Terry received a gift of 448,968 shares, sold $43,630,572 worth of shares (400,000 units at $109.08), exercised 448,968 shares at a strike of $67.97 and gifted 448,968 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). | |||||||||||||||||
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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) 09/20/2024 | ||||||||||||||||||||||||||
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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 | 09/20/2024 | M | 428,000 | A | $68.29 | 574,501 | D | |||
| Class A Common Stock | 09/20/2024 | M | 20,968 | A | $61.46 | 595,469 | D | |||
| Class A Common Stock | 09/20/2024 | G(1) | 448,968 | D | $0 | 146,501 | D | |||
| Class A Common Stock | 09/20/2024 | G(1) | 448,968 | A | $0 | 965,180 | I | See Footnote(2) | ||
| Class A Common Stock | 09/20/2024 | S(3) | 115,619 | D | $109.35(4) | 849,561 | I | See Footnote(2) | ||
| Class A Common Stock | 09/20/2024 | S(3) | 84,381 | D | $109.64(5) | 765,180 | I | See Footnote(2) | ||
| Class A Common Stock | 09/23/2024 | S(3) | 170,693 | D | $108.58(6) | 594,487 | I | See Footnote(2) | ||
| Class A Common Stock | 09/23/2024 | S(3) | 25,207 | D | $109.14(7) | 569,280 | I | See Footnote(2) | ||
| Class A Common Stock | 09/23/2024 | S(3) | 4,100 | D | $110.04(8) | 565,180 | I | See Footnote(2) | ||
| Class A Common Stock | 825,216 | I | See Footnote(9) | |||||||
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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) | $68.29 | 09/20/2024 | M | 428,000 | (10) | 10/06/2031 | Class A Common Stock | 428,000 | $0 | 18,772,000(11) | D | ||||
| Employee Stock Option (Right to Buy) | $61.46 | 09/20/2024 | M | 20,968 | (12) | 04/24/2033 | Class A Common Stock | 20,968 | $0 | 251,645 | 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. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 15, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.53 to $109.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.53 to $110.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.94 to $108.93, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.94 to $109.62, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.99 to $110.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 9. 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. |
| 10. 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. |
| 11. 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 18,772,000 is at the highest level of 19,200,000 net of 428,000 shares exercised through the Transaction Date. |
| 12. 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 | 09/24/2024 | |
| ** 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. | ||