David B. Wells - May 25, 2023 Form 4 Insider Report for Trade Desk, Inc. (TTD)

Role
Director
Signature
/s/ Kelli Faerber - Attorney-In-Fact for David B. Wells
Stock symbol
TTD
Transactions as of
May 25, 2023
Transactions value $
-$1,290,029
Form type
4
Date filed
5/30/2023, 07:36 PM
Previous filing
Mar 17, 2023
Next filing
Jun 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TTD Class A Common Stock Sale -$1.4M -20K -18.77% $70.00 86.6K May 30, 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TTD Stock Option (Right to buy) Award $0 +7.28K $0.00 7.28K May 25, 2023 Class A Common Stock 7.28K $66.26 Direct F3, F4
transaction TTD Stock Option (Right to Buy) Award $50K +1.37K $36.39 1.37K May 25, 2023 Class A Common Stock 1.37K $66.26 Direct F3, F5, F6
transaction TTD Stock Option (Right to Buy) Award $50K +1.37K $36.39 1.37K May 25, 2023 Class A Common Stock 1.37K $66.26 Direct F5, F6, F7
transaction TTD Stock Option (Right to Buy) Award $9.97K +274 $36.39 274 May 25, 2023 Class A Common Stock 274 $66.26 Direct F5, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on February 22, 2023 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.01, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F3 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.
F4 The option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an annual director equity grant.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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 $10,000.