Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Green Jeffrey Terry

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

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

C/O THE TRADE DESK, INC., 42 NORTH CHESTNUT STREET

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2024

(Street)

VENTURA, CA 93001

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

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/25/2024		S⁽¹⁾		195,255	D	$ 110.53 ⁽²⁾	369,925	I	See Footnote ⁽³⁾
Class A Common Stock	09/25/2024		S⁽¹⁾		4,745	D	$ 111.09 ⁽⁴⁾	365,180	I	See Footnote ⁽³⁾
Class A Common Stock	09/25/2024		M		42,150	A	$ 68.29	188,651	D
Class A Common Stock	09/25/2024		G⁽⁵⁾		42,150	D	$ 0	146,501	D
Class A Common Stock	09/25/2024		G⁽⁵⁾		42,150	A	$ 0	407,330	I	See Footnote ⁽³⁾
Class A Common Stock	09/26/2024		S⁽¹⁾		83,204	D	$ 108.87 ⁽⁶⁾	324,126	I	See Footnote ⁽³⁾
Class A Common Stock	09/26/2024		S⁽¹⁾		101,489	D	$ 109.35 ⁽⁷⁾	222,637	I	See Footnote ⁽³⁾
Class A Common Stock	09/26/2024		S⁽¹⁾		9,307	D	$ 110.57 ⁽⁸⁾	213,330	I	See Footnote ⁽³⁾
Class A Common Stock	09/26/2024		S⁽¹⁾		6,000	D	$ 111.72 ⁽⁹⁾	207,330	I	See Footnote ⁽³⁾
Class A Common Stock								825,216	I	See Footnote ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 68.29

09/25/2024

42,150

⁽¹¹⁾

10/06/2031

Class A Common Stock

42,150

$ 0

18,729,850 ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Green Jeffrey Terry C/O THE TRADE DESK, INC. 42 NORTH CHESTNUT STREET VENTURA, CA 93001	X	X	President and CEO

Signatures

/s/ Kelli Faerber, Attorney-in-Fact for Jeffrey Terry Green		09/27/2024
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.01 to $111.00, 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.
(3)	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.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.01 to $111.24, 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.
(5)	Represents a transfer of shares from the Reporting Person to a trust held by the Reporting Person.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.15 to $109.14, 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.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.15 to $110.14, 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.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.16 to $111.12, 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.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.17 to $112.00, 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.
(10)	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.
(11)	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.
(12)	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 18,729,850 is at the highest level of 19,200,000 net of 470,150 shares exercised through the Transaction Date.

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