Sec Form 4/A Filing - Green Jeffrey Terry @ Trade Desk, Inc. - 2017-12-01

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

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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) 12/01/2017 (Street) VENTURA, CA93001 4. If Amendment, Date Original Filed (MM/DD/YY) 12/05/2017 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 12/01/2017 A 45,372 ( 1 ) A $ 0 144,772 D

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) $ 48 12/01/2017 A 91,738 ( 2 ) ( 3 ) 12/01/2027 Class A Common Stock 91,738 ( 2 ) $ 0 91,738 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/ Vivian Yang, Attorney-in-Fact for Jeffery Terry Green 01/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 5, 2017, the Reporting Person filed a Form 4 which inadvertently reported that he had acquired 36,297 shares of issuer's common stock. In fact, as reported in this amendment, the Reporting Person acquired 45,372 shares of the issuer's common stock. The vesting schedule in the original Form 4 is accurate. The additional shares that were omitted from the original Form 4 were also omitted from two Form 4s filed by the Reporting Person after his original Form 4 was filed. ( 2 )On December 5, 2017, the Reporting Person filed a Form 4 which inadvertently reported that he acquired an option to purchase 73,066 shares of issuer's common stock. In fact, as reported in the amendment, the Reporting Person acquired an option to purchase 91,738 shares of issuer's common stock. ( 3 )On December 5, 2017, the Reporting Person filed a Form 4 which had an error in the reported vesting schedule. In fact, as reported in this amendment, the vesting schedule is as follows: "The option was granted on December 1, 2017, 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 23,455 shares will vest during each of the calendar years 2018, 2019 and 2020 and an aggregate of 21,373 shares will vest during calendar year 2021, 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).

** 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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