February 23, 2017
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | The Trade Desk, Inc. |
Registration Statement on FormS-1 (RegistrationNo. 333-216105)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), hereby join in the request of The Trade Desk, Inc. (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on FormS-1 (FileNo. 333-216105) (the “Registration Statement”), relating to a public offering of shares of the Registrant’s Class A common stock, par value $0.000001 per share, so that the Registration Statement may be declared effective at 4:00 p.m. Washington, D.C. time, on February 27, 2017, or as soon thereafter as practicable. The undersigned, as Representatives of the underwriters, confirms that the underwriters are aware of their obligations under the Securities Act.
Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that the Preliminary Prospectus dated February 21, 2017, was distributed by the underwriters approximately as follows from February 21, 2017 through the date hereof:
Copies to underwriters | 946 | |||
Copies to dealers | 0 | |||
Copies to institutional investors | 251 | |||
Copies to others/retail | 185 | |||
Total | 1,382 |
The undersigned, as Representatives of the underwriters, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
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| Very truly yours, | ||
| Citigroup Global Markets Inc. | ||
| Jefferies LLC | ||
| RBC Capital Markets, LLC | ||
| As representatives of the several underwriters | ||
| By: | Citigroup Global Markets Inc. | |
| By: | /s/ Zaheed Kajani | |
| Name: | Zaheed Kajani | |
| Title: | Managing Director | |
| By: | Jefferies LLC | |
| By: | /s/ David Mastrangelo | |
| Name: | David Mastrangelo | |
| Title: | Managing Director | |
| By: | RBC Capital Markets, LLC | |
| By: | /s/ Matthew Rein | |
| Name: | Matthew Rein | |
| Title: | Director | |
