FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FALBERG KATHRYN E
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                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O THE TRADE DESK, INC., 42 NORTH CHESTNUT STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/19/2020
(Street)

VENTURA, CA 93001
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/19/2020  C  20000 A$0.00 22641 D  
Class A Common Stock 11/19/2020  S  232 D$806.63 (1)22409 D  
Class A Common Stock 11/19/2020  S  795 D$807.84 (2)21614 D  
Class A Common Stock 11/19/2020  S  1853 D$809.03 (3)19761 D  
Class A Common Stock 11/19/2020  S  2852 D$810.19 (4)16909 D  
Class A Common Stock 11/19/2020  S  5670 D$811.00 (5)11239 D  
Class A Common Stock 11/19/2020  S  200 D$811.68 (6)11039 D  
Class A Common Stock 11/19/2020  S  891 D$813.04 (7)10148 D  
Class A Common Stock 11/19/2020  S  10 D$814.00 10138 D  
Class A Common Stock 11/19/2020  S  1891 D$815.00 8247 D  
Class A Common Stock 11/19/2020  S  4139 D$818.15 (8)4108 D  
Class A Common Stock 11/19/2020  S  825 D$819.06 (9)3283 D  
Class A Common Stock 11/19/2020  S  13 D$820.00 3270 D  
Class A Common Stock 11/19/2020  S  629 D$822.00 2641 D  
Class A Common Stock         20000 I By Trust 
Class A Common Stock         20000 I By Family Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $18.03 11/19/2020  M     20000   (10)8/2/2026 Class B Common Stock 20000 $0.00 10303 D  
Class B Common Stock $0.00 11/19/2020  M   20000     (11) (11)Class A Common Stock 20000 $0.00 20000 D  
Class B Common Stock $0.00 11/19/2020  C     20000   (11) (11)Class A Common Stock 20000 $0.00 0 D  

Explanation of Responses:
(1) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $806.22 to $807.14, 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.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $807.26 to $808.24, 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.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $808.55 to $809.54, 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.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $809.55 to $810.54, 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 $810.56 to $811.37, 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 $811.62 to $811.74, 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 $813.00 to $813.40, 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 $818.00 to $818.94, 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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $819.00 to $819.21, 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.
(10) The option was granted on August 3, 2016 (the "Grant Date"). One-fourth (1/4th) of the shares subject to the option vest on the first anniversary of the Grant Date, with one forty-eighth (1/48th ) of the shares subject to the original grant vesting on each monthly anniversary thereafter, subject to continued service as a director of the Issuer through the applicable vesting dates.
(11) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
FALBERG KATHRYN E
C/O THE TRADE DESK, INC.
42 NORTH CHESTNUT STREET
VENTURA, CA 93001
X



Signatures
/s/ Alfred Palomino, Attorney-in-Fact for Kathryn E. Falberg11/23/2020
**Signature of Reporting PersonDate

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