Sec Form 4 Filing - WELLS DAVID B @ Trade Desk, Inc. - 2021-05-27

Insider filing report for Changes in Beneficial Ownership
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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
WELLS DAVID 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., 42 NORTH CHESTNUT STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/27/2021
(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
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
Stock Option (Right to buy) $ 584.58 05/27/2021 A 699 ( 1 ) 05/27/2031 Class A Common Stock 699 $ 0 ( 2 ) 699 D
Stock Option (Right to Buy) $ 584.58 05/27/2021 A 139 ( 1 ) 05/27/2031 Class A Common Stock 139 $ 357.56 ( 3 ) ( 4 ) 139 D
Stock Option (Right to Buy) $ 584.58 05/27/2021 A 67 ( 5 ) 05/27/2031 Class A Common Stock 67 $ 357.56 ( 4 ) ( 6 ) 67 D
Stock Option (Right to Buy) $ 584.58 05/27/2021 A 22 ( 7 ) 05/27/2031 Class A Common Stock 22 $ 357.56 ( 4 ) ( 8 ) 22 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WELLS DAVID B
C/O THE TRADE DESK, INC.
42 NORTH CHESTNUT STREET
VENTURA, CA93001
X
Signatures
/s/ Alfred Palomino - Attorney-In-Fact for David B. Wells 06/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of option to purchase Class A Common Stock under the Issuer's 2016 Equity Incentive Plan. The shares subject to the option vest in four equal installments at the earlier of, for each such installment, (i) the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting for the next four quarters from the date of grant or (ii) the date of each of the next four corresponding quarterly anniversaries of the date of grant, provided all then unvested shares shall vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as a member of the board of directors immediately prior to such date.
( 2 )The option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an annual director equity grant.
( 3 )The option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $50,000.
( 4 )This price represents the Black-Scholes value of an option using the average closing stock price for a share of the Issuer's Class A Common Stock for forty-five consecutive trading days ending on, and including, the grant date. This price was used to calculate the number of shares subject to the option granted.
( 5 )Grant of option to purchase Class A Common Stock under the Issuer's 2016 Equity Incentive Plan. The shares subject to the option vest in four equal installments at the earlier of, for each such installment, (i) the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting for the next four quarters from the date of grant or (ii) the date of each of the next four corresponding quarterly anniversaries of the date of grant, provided all then unvested shares shall vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as a member of the audit committee immediately prior to such date.
( 6 )The option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $24,000.
( 7 )Grant of option to purchase Class A Common Stock under the Issuer's 2016 Equity Incentive Plan. The shares subject to the option vest in four equal installments at the earlier of, for each such installment, (i) the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting for the next four quarters from the date of grant or (ii) the date of each of the next four corresponding quarterly anniversaries of the date of grant, provided all then unvested shares shall vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as a member of the compensation committee immediately prior to such date.
( 8 )The option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $8,000.

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