Statement of Changes in Beneficial Ownership (4)
May 12 2022 - 5:08PM
Edgar (US Regulatory)
FORM 4
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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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
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1. Name and Address of Reporting Person
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Green Jeffrey Terry |
2. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc.
[
TTD
]
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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 |
(Last)
(First)
(Middle)
C/O THE TRADE DESK, INC., 42 NORTH CHESTNUT STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/10/2022 |
(Street)
VENTURA, CA 93001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/10/2022 | | M | | 2320 | A | $15.67 | 700992 | D | |
Class A Common Stock | 5/10/2022 | | M | | 40320 | A | $14.245 | 741312 | D | |
Class A Common Stock | 5/10/2022 | | M | | 24200 | A | $24.949 | 765512 | D | |
Class A Common Stock | 5/10/2022 | | M | | 24300 | A | $30.001 | 789812 | D | |
Class A Common Stock | 5/10/2022 | | G(1) |
V
| 91140 | D | $0.00 | 698672 | D | |
Class A Common Stock | 5/10/2022 | | G(1) |
V
| 91140 | A | $0.00 | 1205240 | I | See Footnote (2) |
Class A Common Stock | | | | | | | | 498216 | I | See Footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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) | $15.67 | 5/10/2022 | | M | | | 2320 | (4) | 12/1/2023 | Class A Common Stock | 2320 | $0.00 | 4120 | D | |
Employee Stock Option (Right to Buy) | $14.245 | 5/10/2022 | | M | | | 40320 | (5) | 12/1/2028 | Class A Common Stock | 40320 | $0.00 | 70650 | D | |
Employee Stock Option (Right to Buy) | $24.949 | 5/10/2022 | | M | | | 24200 | (6) | 12/9/2029 | Class A Common Stock | 24200 | $0.00 | 111050 | D | |
Employee Stock Option (Right to Buy) | $30.001 | 5/10/2022 | | M | | | 24300 | (7) | 5/15/2030 | Class A Common Stock | 24300 | $0.00 | 199410 | 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 1, 2018, with a Vesting Commencement Date ("VCD") of December 1, 2021. 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 1, 2018, the VCD. The option vests over four years in increments on each monthly anniversary of the VCD according to the following schedule: an aggregate of 128,060 shares will vest during each of the calendar years 2019, 2020 and 2021 and an aggregate of 121,050 shares will vest during calendar year 2022, in each case, subject to continued employment with the Issuer through the applicable vesting dates. |
(6) | The option was granted on December 9, 2019, the VCD. The option vests over four years in increments on each monthly anniversary of the VCD according to the following schedule: an aggregate of 72,650 shares will vest during each of the calendar years 2020, 2021 and 2022 and an aggregate of 68,650 shares will vest during calendar year 2023, in each case, subject to continued employment with the Issuer through the applicable vesting dates. |
(7) | The option was granted on May 15, 2020, the VCD. The option vests 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 will vest during the twelve month periods ending on May 15, 2021, 2022 and 2023, respectively, and an aggregate of 93,950 shares will vest during the twelve month period ending May 15, 2024, in each case, subject to continued employment with the Issuer through the applicable vesting dates. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Green Jeffrey Terry C/O THE TRADE DESK, INC. 42 NORTH CHESTNUT STREET VENTURA, CA 93001 | X | X | President and CEO |
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Signatures
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/s/ Tahnil Davis, Attorney-in-Fact for Jeffrey Terry Green | | 5/12/2022 |
**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 control number. |
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