SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

IA Venture Partners, LLC

(Last)

(First)

(Middle)

156 FIFTH AVENUE, SUITE 1119

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2016

3. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Seed Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	2,500,000⁽¹⁾	⁽¹⁾	I⁽⁴⁾	By Fund⁽⁴⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	1,721,866⁽¹⁾	⁽¹⁾	I⁽⁴⁾	By Fund⁽⁴⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	1,397,750⁽¹⁾	⁽¹⁾	I⁽⁴⁾	By Fund⁽⁴⁾
Series A-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	544,303⁽¹⁾	⁽¹⁾	I⁽⁴⁾	By Fund⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	411,353⁽¹⁾	⁽¹⁾	I⁽⁴⁾	By Fund⁽⁴⁾

1. Name and Address of Reporting Person^*

IA Venture Partners, LLC

(Last)

(First)

(Middle)

156 FIFTH AVENUE, SUITE 1119

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

IA Venture Strategies Fund I, LP

(Last)

(First)

(Middle)

156 FIFTH AVENUE, SUITE 1119

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Seed Preferred Stock, Series A-1, Series A-2, Series A-3 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") will convert into one-third of a share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-3 reverse stock split of the Common Stock effected by the Issuer on September 2, 2016 and the resulting change to the conversion price of the Preferred Stock. The Preferred Stock does not have any expiration date.

2. Each share of Class B Common Stock has no expiration date and is convertible for no additional consideration into one (1) share of Class A Common Stock at the option of the holder thereof at any time. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's Amended and Restated Certificate of Incorporation in effect as of the date hereof.

3. All shares of Class B Common Stock will convert automatically into shares of Class A Common Stock upon the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock or (ii) a date specified by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Class B Common Stock.

4. The shares are held by IA Venture Strategies Fund I, LP ("IAVS Fund I"). IA Venture Partners, LLC is the general partner (the "General Partner") of IAVS Fund I. The General Partner has voting and investment control over the shares held by IAVS Fund I. The General Partner may be deemed to indirectly beneficially own the securities held by IAVS Fund I, but disclaims such ownership except to the extent of its pecuniary interest therein.

Remarks:

	/s/ Roger Ehrenberg	09/20/2016
	Roger Ehrenberg	09/20/2016
	** 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 5 (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).
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