Sec Form 4 Filing - Falk Thomas @ Trade Desk, Inc. - 2016-09-26

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 Falk Thomas 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE TRADE DESK, INC., 42 NORTH CHESTNUT STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/26/2016 (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 09/26/2016 P 50,000 A $ 18 50,000 I Via eValue AG

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 Series A-3 Preferred Stock ( 1 ) 09/26/2016 C 2,330,082 ( 1 ) ( 1 ) Series B Common Stock ( 2 ) ( 3 ) 776,694 $ 0 0 I Via Revel Venture Fund I, L.P. Seed Preferred Stock ( 1 ) 09/26/2016 C 28,349 ( 1 ) ( 1 ) Series B Common Stock ( 2 ) ( 3 ) 9,449 $ 0 0 I Via eValue AG Series A-1 Preferred Stock ( 1 ) 09/26/2016 C 70,990 ( 1 ) ( 1 ) Series B Common Stock ( 2 ) ( 3 ) 56,996 $ 0 0 I Via eValue AG Series A-3 Preferred Stock ( 1 ) 09/26/2016 C 183,410 ( 1 ) ( 1 ) Series B Common Stock ( 2 ) ( 3 ) 61,136 ( 4 ) $ 0 0 I Via Entrepreneurs Investment Fund I, LP Class B Common Stock ( 2 ) ( 3 ) 09/26/2016 C 776,694 ( 3 ) ( 2 ) Class A Common Stock 776,694 $ 0 0 I Via Revel Venture Fund I, L.P. Class B Common Stock ( 2 ) ( 3 ) 09/26/2016 C 66,445 ( 3 ) ( 2 ) Class A Common Stock 66,445 $ 0 0 I Via eValue AG Class B Common Stock ( 2 ) ( 3 ) 09/26/2016 C 61,136 ( 4 ) ( 3 ) ( 2 ) Class A Common Stock 61,136 ( 4 ) $ 0 0 I Via Entrepreneurs Investment Fund I, LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Falk Thomas C/O THE TRADE DESK, INC. 42 NORTH CHESTNUT STREET VENTURA, CA93001 X X Signatures /s/ Thomas Falk 09/28/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Seed Preferred Stock, Series A-1 Preferred Stock and Series A-3 Preferred Stock (collectively, the "Preferred Stock") will convert into shares of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1 for-3 reverse stock split effected by the Issuer and the resulting change to the conversion price for the Preferred Stock. The Preferred Stock does not have an expiration date. ( 2 )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. ( 3 )All shares of Class B Common Stock will convert automatically into shares of a Class A Common Stock 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 ?%) of the outstanding shares of Class B Common Stock. ( 4 )The Reporting Person has no pecuniary interest in shares owned by Via Entrepreneurs Investment Fund I, LP., and are reported herein because he may be deemed to be the beneficial owner of such shares.

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).

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