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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Trade Desk, Inc. [ TTD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/01/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/01/2022 | A(1) | 1,341(2) | A | $0.00(3) | 1,341 | D | |||
Class A Common Stock | 01/01/2022 | A(1) | 536(4) | A | $0.00(5) | 1,877 | D | |||
Class A Common Stock | 01/01/2022 | A(1) | 214(6) | A | $93.21(7)(8) | 2,091 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $91.64 | 01/01/2022 | A(9) | 2,320 | (10) | 01/01/2032 | Class A Common Stock | 2,320 | $0.00(11) | 2,320 | D | ||||
Stock Option (Right to Buy) | $91.64 | 01/01/2022 | A(9) | 975 | (12) | 01/01/2032 | Class A Common Stock | 975 | $0.00(13) | 975 | D |
Explanation of Responses: |
1. Grant of restricted stock units under the Issuer's 2016 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Issuer's Class A common stock. |
2. The restricted stock units vest in quarterly installments over the three-year period following the grant, subject to the Reporting Person's continuous service as a board member through such date. |
3. These restricted stock units were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an initial director equity grant. |
4. The restricted stock units vest in two installments with 209 shares vesting on February 27, 2022 and 327 shares vesting on May 27, 2022 or, if earlier for each installment, the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meetings 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. |
5. These restricted stock units were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an annual director equity grant. |
6. The restricted stock units vest in two installments with 83 shares vesting on February 27, 2022 and 131 shares vesting on May 27, 2022 or, if earlier for each installment, the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meetings 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. |
7. This price represents 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 restricted stock units granted. |
8. These restricted stock units were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $20,000. |
9. Grant of option to purchase Class A Common Stock under the Issuer's 2016 Equity Incentive Plan. |
10. The shares subject to the option vest in quarterly installments over the three-year period following the grant, subject to the Reporting Person's continuous service as a board member through such date. |
11. This option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an initial director equity grant. |
12. The shares subject to the option vest in two installments with 380 shares subject to the option vesting on February 27, 2022 and 595 shares subject to the option vesting on May 27, 2022 or, if earlier for each installment, the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meetings provided all then unvested shares subject to the option 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. |
13. This option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an annual director equity grant. |
Remarks: |
/s/ Kelli Faerber, Attorney-in-Fact for Andrea Cunningham | 01/06/2022 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |