Sec Form 4 Filing - Green Jeffrey Terry @ Trade Desk, Inc. - 2019-12-09

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) 12/09/2019 (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 12/09/2019 A 15,457 ( 1 ) A $ 0 81,610 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) $ 249.49 12/09/2019 A 28,660 ( 2 ) 12/09/2029 Class A Common Stock 28,660 $ 0 28,660 D Employee Stock Option (Right to Buy) $ 274.44 12/09/2019 A 400 ( 3 ) 12/09/2024 Class A Common Stock 400 $ 0 400 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 Jeffrey Terry Green 12/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock award with a Vesting Commencement date ("VCD") of December 9, 2019, 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. ( 2 )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 7,265 shares will vest during each of the calendar years 2020, 2021 and 2022 and an aggregate of 6,865 shares will vest during calendar year 2023, in each case, subject to continued employment with the Issuer through the applicable vesting dates. ( 3 )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.

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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