Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
The Trade Desk, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
88339J105
(CUSIP Number)
May 18, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 88339J105 | Schedule 13G | Page 2 of 8 |
| 1 | Names of Reporting Persons
Highwind S.à r.l | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
Luxembourg | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,363,472 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
1,363,472 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,363,472 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
4.0% | |||||
| 12 | Type of Reporting Person
OO (Luxembourg Limited Liability Company) | |||||
| CUSIP No. 88339J105 | Schedule 13G | Page 3 of 8 |
| 1 | Names of Reporting Persons
Canepa TMT Global Fund CLP-SIF | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
Luxembourg | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,363,472 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
1,363,472 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,363,472 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
4.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 88339J105 | Schedule 13G | Page 4 of 8 |
| 1 | Names of Reporting Persons
Canepa TMT Global Partners CLP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
Luxembourg | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,363,472 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
1,363,472 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,363,472 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
4.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 88339J105 | Schedule 13G | Page 5 of 8 |
| ITEM 1. | (a) Name of Issuer: |
The Trade Desk, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
42 N. Chestnut Street
Ventura, CA 93001
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Highwind S.à r.l
Canepa TMT Global Fund CLP-SIF
Canepa TMT Global Partners CLP
| (b) | Address of Principal Business Office: |
The address of Highwind S.à r.l is 75 Parc d’Activités, L-8308 Capellen, Luxembourg. The address of Canepa TMT Global Fund CLP-SIF is 15 Avenue J.F. Kennedy, L-1855 Luxembourg, Luxembourg. The address of Canepa TMT Global Partners CLP is 15A Avenue J.F. Kennedy, L-1855 Luxembourg, Luxembourg.
| (c) | Citizenship of each Reporting Person is: |
Each of the Reporting Persons is organized under the laws of Luxembourg.
| (d) | Title of Class of Securities: |
Class A Common stock, par value $0.000001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
88339J105
| ITEM 3. |
Not applicable.
| CUSIP No. 88339J105 | Schedule 13G | Page 6 of 8 |
| ITEM 4. | Ownership. |
The ownership information presented below represents beneficial ownership of shares of Class A Common Stock of the Issuer as of May 18, 2018, based upon 34,284,197 shares of Class A Common Stock outstanding as of April 30, 2018.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Highwind S.à r.l |
1,363,472 | 4.0 | % | 1,363,472 | 0 | 1,363,472 | 0 | |||||||||||||||||
| Canepa TMT Global Fund CLP-SIF |
1,363,472 | 4.0 | % | 1,363,472 | 0 | 1,363,472 | 0 | |||||||||||||||||
| Canepa TMT Global Partners CLP |
1,363,472 | 4.0 | % | 1,363,472 | 0 | 1,363,472 | 0 | |||||||||||||||||
Highwind S.à r.l is the record holder of 1,363,472 shares of Class A Common Stock. Highwind S.à r.l is controlled by Canepa TMT Global Fund CLP-SIF, which is managed by Canepa TMT Global Partners CLP, its general partner. Canepa TMT Global Partners CLP is managed by Bertrand Party, Francisco Felix Rodriguez, Richard van’t Hof and Jose Vicini. As such, each of Canepa TMT Global Fund CLP-SIF, Canepa TMT Global Partners CLP and Messrs. Party, Rodriguez, van’t Hof and Vicini may be deemed to share beneficial ownership of the shares held of record by Highwind S.à r.l. Each such entity or individual disclaims such beneficial ownership.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable
| CUSIP No. 88339J105 | Schedule 13G | Page 7 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 5, 2018
| HIGHWIND S.À R.L | ||||
| By: Titan S.à r.l, its Class A Manager | ||||
| By: | /s/ Bertrand Party | |||
| Name: | Bertrand Party | |||
| Title: | Manager | |||
| By: | Francisco Felix Rodriguez, its Class B Manager | |||
| /s/ Francisco Felix Rodriguez | ||||
| Name: Francisco Felix Rodriguez | ||||
| CANEPA TMT GLOBAL FUND CLP-SIF | ||||
| By: Canepa TMT Global Partners, S.C.S., its managing general partner | ||||
| By: Canepa Management GP COOP S.A., its managing general partner | ||||
| By: Bertrand Party, its Class A Manager | ||||
| /s/ Bertrand Party | ||||
| Name: Bertrand Party | ||||
| By: Francisco Felix Rodriguez, its Class B Manager | ||||
| /s/ Francisco Felix Rodriguez | ||||
| Name: Francisco Felix Rodriguez | ||||
| CUSIP No. 88339J105 | Schedule 13G | Page 8 of 8 |
| CANEPA TMT GLOBAL PARTNERS CLP | ||
| By: Canepa Management GP COOP S.A., its managing general partner | ||
| By: | Bertrand Party, its Class A Manager | |
| /s/ Bertrand Party | ||
| Name: Bertrand Party | ||
| By: | Francisco Felix Rodriguez, its Class B Manager | |
| /s/ Francisco Felix Rodriguez | ||
| Name: Francisco Felix Rodriguez | ||