Jeffrey Terry Green - Sep 20, 2024 Form 4 Insider Report for Trade Desk, Inc. (TTD)

Signature
/s/ Kelli Faerber, Attorney-in-Fact for Jeffrey Terry Green
Stock symbol
TTD
Transactions as of
Sep 20, 2024
Transactions value $
-$13,113,759
Form type
4
Date filed
9/24/2024, 07:43 PM
Previous filing
Aug 30, 2024
Next filing
Sep 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TTD Class A Common Stock Options Exercise $29.2M +428K +292.15% $68.29 575K Sep 20, 2024 Direct
transaction TTD Class A Common Stock Options Exercise $1.29M +21K +3.65% $61.46 595K Sep 20, 2024 Direct
transaction TTD Class A Common Stock Gift $0 -449K -75.4% $0.00 147K Sep 20, 2024 Direct F1
transaction TTD Class A Common Stock Gift $0 +449K +86.97% $0.00 965K Sep 20, 2024 See Footnote F1, F2
transaction TTD Class A Common Stock Sale -$12.6M -116K -11.98% $109.35 850K Sep 20, 2024 See Footnote F2, F3, F4
transaction TTD Class A Common Stock Sale -$9.25M -84.4K -9.93% $109.64 765K Sep 20, 2024 See Footnote F2, F3, F5
transaction TTD Class A Common Stock Sale -$18.5M -171K -22.31% $108.58 594K Sep 23, 2024 See Footnote F2, F3, F6
transaction TTD Class A Common Stock Sale -$2.75M -25.2K -4.24% $109.14 569K Sep 23, 2024 See Footnote F2, F3, F7
transaction TTD Class A Common Stock Sale -$451K -4.1K -0.72% $110.04 565K Sep 23, 2024 See Footnote F2, F3, F8
holding TTD Class A Common Stock 825K Sep 20, 2024 See Footnote F9

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 Employee Stock Option (Right to Buy) Options Exercise $0 -428K -2.23% $0.00 18.8M Sep 20, 2024 Class A Common Stock 428K $68.29 Direct F10, F11
transaction TTD Employee Stock Option (Right to Buy) Options Exercise $0 -21K -7.69% $0.00 252K Sep 20, 2024 Class A Common Stock 21K $61.46 Direct F12
* 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 Represents a transfer of shares from the Reporting Person to a trust held by the Reporting Person.
F2 Represents securities held by the Jeff Green Trust (the "Trust"). Mr. Green is a Trustee of the Trust and has investment and voting control over the shares held by the Trust, and may be deemed to indirectly beneficially own the shares held by the Trust.
F3 The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 15, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.53 to $109.52, 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.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.53 to $110.20, 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.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.94 to $108.93, 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.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.94 to $109.62, 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.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.99 to $110.20, 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.
F9 Represents securities held by the Jeff T. Green Family Foundation (the "Foundation"). Mr. Green is the sole member and director of the Foundation and has investment and voting control over the shares held by the Foundation, and may be deemed to indirectly beneficially own the shares held by the Foundation.
F10 The shares subject to the option vest in eight tranches over a ten-year term beginning on October 6, 2021, (the "Grant Date"), and ending on October 6, 2031, (i) if the closing price of Issuer's Class A Common Stock measured over any 30-consecutive-trading-day period equals or exceeds $90.00, $115.00, $145.00, $185.00, $225.00, $260.00, $300.00 or $340.00, respectively, and (ii) for the first four years following the Grant Date, subject to continued service as the Issuer's Chief Executive Officer as of the applicable vesting date, and thereafter subject to continued service for the Issuer as of the applicable vesting date as Chief Executive Officer or in another role to be determined by the board of directors.
F11 The original target level of shares subject to this option was an aggregate of 16,000,000 shares; the actual number of shares of Class A Common Stock issuable upon vesting is subject to adjustment based on the greatest result of three tests tied to the stock price of the Issuer's Class A Common Stock relative to performance of the companies comprising the Nasdaq-100 Index as of the Grant Date, and may range from 80% to 120% of the target level (12,800,000 to 19,200,000 shares in the aggregate). The number of awards shown of 18,772,000 is at the highest level of 19,200,000 net of 428,000 shares exercised through the Transaction Date.
F12 The option was granted on April 24, 2023, the Vesting Commencement Date ("VCD") . One forty-eighth (1/48th) of the shares subject to the option vest on each monthly anniversary of the VCD, subject to continued employment with the Issuer through the applicable vesting dates.