Sec Form 4/A Filing - Paley Eric B @ Trade Desk, Inc. - 2017-06-02

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4/A
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Paley Eric B
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.
3. Date of Earliest Transaction (MM/DD/YY)
06/02/2017
(Street)
VENTURA, CA93001
4. If Amendment, Date Original Filed (MM/DD/YY)
06/02/2017
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/02/2017 C 107,463 A 107,463 I ( 2 ) ( 3 ) By Founder Collective, L.P.
Class A Common Stock 06/02/2017 S 107,463 D $ 52 ( 5 ) 0 I ( 2 ) ( 3 ) By Founder Collective, L.P.
Class A Common Stock 06/02/2017 C 31,377 A 31,377 I ( 2 ) ( 3 ) By Founder Collective Entrepreneurs' Fund, LLC
Class A Common Stock 06/02/2017 S 31,377 D $ 52 ( 5 ) 0 I ( 2 ) ( 3 ) By Founder Collective Entrepreneurs' Fund, LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Class B Common Stock ( 1 ) 06/02/2017 C 107,463 ( 1 )( 4 ) ( 1 )( 4 ) Class A Common Stock 107,463 $ 0 746,198 I ( 2 ) ( 3 ) By Founder Collective, L.P.
Class B Common Stock ( 1 ) 06/02/2017 C 31,377 ( 1 )( 4 ) ( 1 )( 4 ) Class A Common Stock 31,377 $ 0 217,880 I ( 2 ) ( 3 ) By Founder Collective Entrepreneurs' Fund, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Paley Eric B
C/O THE TRADE DESK, INC.
VENTURA, CA93001
X
Signatures
Joseph DeFilippi, Attorney-in-Fact for Eric B. Paley 06/09/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's Amended and Restated Certificate of Incorporation in effect as of the date hereof.
( 2 )Founder Collective GP, LLC is the general partner (the "General Partner") of Founder Collective, L.P. ("Founder LP") and the managing member of Founder Collective Entrepreneurs' Fund, LLC ("Founder LLC," and together with the General Partner and Founder LP, the "Founder Collective Entities"). David A. Frankel and Eric Paley, a member of the Issuer's Board of Directors, are the managing members of the General Partner and may be deemed to have shared voting and investment power over the shares held by the Founder Collective Entities.
( 3 )Each of the General Partner and Messrs. Frankel and Paley in their respective capacities with regard to the General Partner, may be deemed to indirectly beneficially own the securities held by the Founder Collective Entities, but disclaims ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
( 4 )All shares of Class B Common Stock will convert automatically into shares of Class A Common Stock on a one-for-one basis upon the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock or (ii) a date specified by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Class B Common Stock.
( 5 )This Amendment is being filed to reflect the public offering price per share rather than the underwriting discount price per share.

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.