Statement of Changes in Beneficial Ownership (4)
December 04 2018 - 5:05PM
Edgar (US Regulatory)
FORM 4
[ ]
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
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Green Jeffrey Terry
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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
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(Last)
(First)
(Middle)
C/O THE TRADE DESK, INC., 42 NORTH CHESTNUT STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2018
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(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
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12/1/2018
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A
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27114
(1)
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A
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$0.00
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108675
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D
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Class A Common Stock
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12/1/2018
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F
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4512
(2)
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D
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$142.45
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104163
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D
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Class A Common Stock
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12/1/2018
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F
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5624
(3)
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D
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$142.45
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98539
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$142.45
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12/1/2018
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A
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50523
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(4)
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12/1/2028
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Class A Common Stock
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50523
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$0.00
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50523
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D
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Employee Stock Option (Right to Buy)
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$156.70
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12/1/2018
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A
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702
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(5)
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12/1/2023
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Class A Common Stock
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702
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$0.00
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702
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D
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Explanation of Responses:
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(1)
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Represents restricted stock with a vesting commencement date ("VCD") of December 1, 2018, and which vests as to one-fourth of the granted shares on each anniversary of the VCD, subject to continued employment with the Issuer through the applicable vesting dates.
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(2)
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The shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting of a Restricted Stock Award granted December 23, 2016.
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(3)
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The shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting of a Restricted Stock Award granted December 1, 2017.
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(4)
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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 12,806 shares will vest during each of the calendar years 2019, 2020 and 2021 and an aggregate of 12,105 shares will vest during calendar year 2022, in each case, subject to continued employment with the Issuer through the applicable vesting dates.
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(5)
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The option was granted on December 1, 2018, with a 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Green Jeffrey Terry
C/O THE TRADE DESK, INC.
42 NORTH CHESTNUT STREET
VENTURA, CA 93001
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X
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X
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President and CEO
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Signatures
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/s/ Vivian Yang, Attorney in fact for Jeffery Terry Green
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12/4/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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