Eric B Paley Form 4 Trade Desk / Eric B Paley ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Paley Eric B

(Last) (First) (Middle)

C/O THE TRADE DESK, INC.

(Street)

VENTURA CA 93001

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/03/2018		A		4,045(1)	A	$0.00(2)	30,720	D
Class A Common Stock	05/03/2018		A		1,213(1)	A	$49.44(3)	31,933	D
Class A Common Stock								4,392	I	See Footnote(4)
Class A Common Stock								5,759	I	See Footnote(5)
Class A Common Stock								7,063	I	See Footnote(6)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Grant of restricted stock award under the Issuer's 2016 Equity Incentive Plan. The shares vest in quarterly installments over the one-year period following the grant or, if earlier, will vest in full on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a board member through such date.

2. This restricted stock award was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an annual director equity grant.

3. This restricted stock award 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 $60,000.

4. The reported securities are owned directly by Eric Paley 2015 Remainder Trust - GST Exempt Share (the "2015 Remainder Trust"). The Reporting Person is a beneficiary of the 2015 Remainder Trust.

5. The reported securities are owned directly by Eric Paley 2016 Annuity Trust (the "2016 Annuity Trust"). The Reporting Person is a Beneficiary of the 2016 Annuity Trust.

6. The reported securities are owned directly by Eric Paley 2017 Annuity Trust (the "2017 Annuity Trust"). The Reporting Person is a beneficiary of the Trust.

Remarks:

	/s/ Vivian Yang - Attorney-In-Fact for Eric B. Paley	05/07/2018
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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