Sec Form 4/A Filing - GRAYSON BLAKE JEFFREY @ Trade Desk, Inc. - 2022-02-15

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 GRAYSON BLAKE JEFFREY 2. Issuer Name and Ticker or Trading Symbol Trade Desk, Inc. [ TTD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O THE TRADE DESK, INC., 42 NORTH CHESTNUT STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2022 (Street) VENTURA, CA93001 4. If Amendment, Date Original Filed (MM/DD/YY) 02/17/2022 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 02/15/2022 F 823( 1 ) D $ 80.52 161,931 D Class A Common Stock 02/15/2022 F 544( 2 ) D $ 80.52 161,387 D Class A Common Stock 153,221( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRAYSON BLAKE JEFFREY C/O THE TRADE DESK, INC. 42 NORTH CHESTNUT STREET VENTURA, CA93001 Chief Financial Officer Signatures /s/ Kelli Faerber, Attorney-in-Fact for Blake Jeffrey Grayson 02/23/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 17, 2022, the Reporting Person filed a Form 4 which inadvertently reported that he had 838 shares of Issuer's Class A common stock withheld to satisfy tax withholding obligations in connection with the partial vesting of a restricted stock award granted May 15, 2020. In fact, as reported in this amendment, the Reporting Person had 823 shares of the Issuer's Class A common stock withheld to satisfy tax withholding obligations in connection with the partial vesting of a restricted stock award granted May 15, 2020. ( 2 )On February 17, 2022, the Reporting Person filed a Form 4 which inadvertently reported that he had 561 shares of Issuer's Class A common stock withheld to satisfy tax withholding obligations in connection with the partial vesting of a restricted stock award granted April 28, 2021. In fact, as reported in this amendment, the Reporting Person had 544 shares of the Issuer's Class A common stock withheld to satisfy tax withholding obligations in connection with the partial vesting of a restricted stock award granted April 28, 2021. ( 3 )The number of shares in Column 5 represents the total number of shares of Class A Common Stock owned by the Reporting Person following all of the Reporting Person's transactions that occurred from February 15, 2022 to February 17, 2022 and that were reported on the Form 4 filed on February 17, 2022, as amended by this amendment.

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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