Sec Form 4 Filing - Green Jeffrey Terry @ Trade Desk, Inc. - 2023-11-15

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 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

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1. Name and Address of Reporting Person Green Jeffrey Terry 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 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/YY) 11/15/2023 (Street) VENTURA, CA93001 4. If Amendment, Date Original Filed (MM/DD/YY) 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 11/15/2023 G( 1 ) 26,778 D $ 0 252,026 D Class A Common Stock 11/15/2023 G( 1 ) 26,778 A $ 0 1,235,999 I See Footnote ( 2 ) Class A Common Stock 11/16/2023 M 70,650 A $ 14.245 322,676 D Class A Common Stock 11/16/2023 M 3,630 A $ 27.444 326,306 D Class A Common Stock 11/16/2023 M 105,320 A $ 24.949 431,626 D Class A Common Stock 11/16/2023 M 145,960 A $ 30.001 577,586 D Class A Common Stock 11/16/2023 G( 1 ) 325,560 D $ 0 252,026 D Class A Common Stock 11/16/2023 G( 1 ) 325,560 A $ 0 1,561,559 I See Footnote ( 2 ) Class A Common Stock 708,216 I See Footnote ( 3 )

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 Employee Stock Option (Right to Buy) $ 14.245 11/16/2023 M 70,650 ( 4 ) 12/01/2028 Class A Common Stock 70,650 $ 0 0 D Employee Stock Option (Right to Buy) $ 27.444 ( 5 ) 11/16/2023 M 3,630 ( 6 ) 12/09/2024 Class A Common Stock 3,630 $ 0 370 ( 5 ) D Employee Stock Option (Right to Buy) $ 24.949 11/16/2023 M 105,320 ( 7 ) 12/09/2029 Class A Common Stock 105,320 $ 0 5,730 D Employee Stock Option (Right to Buy) $ 30.001 11/16/2023 M 145,960 ( 8 ) 05/15/2030 Class A Common Stock 145,960 $ 0 53,450 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Green Jeffrey Terry C/O THE TRADE DESK, INC. 42 NORTH CHESTNUT STREET VENTURA, CA93001 X X President and CEO Signatures /s/ Kelli Faerber, Attorney-in-Fact for Jeffrey Terry Green 11/17/2023 Signature of Reporting Person Date

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, the Vesting Commencement Date ("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. ( 5 )This option was previously reported as covering 400 shares at an exercise price of $274.44 per share but was adjusted to reflect a 10-for-1 stock split effective June 16, 2021. ( 6 )The option was granted on December 9, 2019, with a VCD of December 9, 2022. 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. ( 7 )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. ( 8 )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.

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).

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