Statement of Changes in Beneficial Ownership (4)
May 30 2023 - 7:36PM
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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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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WELLS DAVID B |
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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THE TRADE DESK, INC., 42 NORTH CHESTNUT STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/25/2023 |
(Street)
VENTURA, CA 93001 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 5/30/2023 | | S(1) | | 20000 | D | $70.00 (2) | 86570 | D | |
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 |
Stock Option (Right to buy) | $66.26 | 5/25/2023 | | A | | 7282 | | (3) | 5/25/2033 | Class A Common Stock | 7282 | $0.00 (4) | 7282 | D | |
Stock Option (Right to Buy) | $66.26 | 5/25/2023 | | A | | 1374 | | (3) | 5/25/2033 | Class A Common Stock | 1374 | $36.39 (5)(6) | 1374 | D | |
Stock Option (Right to Buy) | $66.26 | 5/25/2023 | | A | | 1374 | | (7) | 5/25/2033 | Class A Common Stock | 1374 | $36.39 (5)(6) | 1374 | D | |
Stock Option (Right to Buy) | $66.26 | 5/25/2023 | | A | | 274 | | (8) | 5/25/2033 | Class A Common Stock | 274 | $36.39 (5)(9) | 274 | D | |
Explanation of Responses: |
(1) | The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on February 22, 2023 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.01, 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) | Grant of option to purchase Class A Common Stock under the Issuer's 2016 Equity Incentive Plan. The shares subject to the option vest in four equal installments at the earlier of, for each such installment, (i) the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting for the next four quarters from the date of grant or (ii) the date of each of the next four corresponding quarterly anniversaries of the date of grant, provided all then unvested shares shall vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as a member of the board of directors immediately prior to such date. |
(4) | The option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an annual director equity grant. |
(5) | This price represents the Black-Scholes value of an option using the average closing stock price for a share of the Issuer's Class A Common Stock for forty-five consecutive trading days ending on, and including, the grant date. This price was used to calculate the number of shares subject to the option granted. |
(6) | The option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $50,000. |
(7) | Grant of option to purchase Class A Common Stock under the Issuer's 2016 Equity Incentive Plan. The shares subject to the option vest in four equal installments at the earlier of, for each such installment, (i) the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting for the next four quarters from the date of grant or (ii) the date of each of the next four corresponding quarterly anniversaries of the date of grant, provided all then unvested shares shall vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as a member of the audit committee immediately prior to such date. |
(8) | Grant of option to purchase Class A Common Stock under the Issuer's 2016 Equity Incentive Plan. The shares subject to the option vest in four equal installments at the earlier of, for each such installment, (i) the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting for the next four quarters from the date of grant or (ii) the date of each of the next four corresponding quarterly anniversaries of the date of grant, provided all then unvested shares shall vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as a member of the compensation committee immediately prior to such date. |
(9) | The option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $10,000. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
WELLS DAVID B C/O THE TRADE DESK, INC. 42 NORTH CHESTNUT STREET VENTURA, CA 93001 | X |
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Signatures
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/s/ Kelli Faerber - Attorney-In-Fact for David B. Wells | | 5/30/2023 |
**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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