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Filing Details

Accession Number:: 0000899243-20-023116
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-08-20 19:55:56
Reporting Period:: 2020-08-18

Accepted Time:: 2020-08-20 19:55:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1561550	Datadog Inc.	DDOG	Services-Prepackaged Software (7372)	272825503

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1783882	Shardul Shah	C/O Datadog, Inc. 620 8Th Avenue, 45Th Floor New York NY 10018		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2020-08-18	653,618	$0.00	653,618	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-18	553,618	$0.00	100,000	No	4	J	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-08-18	1,942,146	$0.00	1,942,147	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-18	1,942,146	$0.00	1	No	4	J	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-08-18	39,203	$0.00	39,203	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-18	39,203	$0.00	0	No	4	J	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-08-18	35,033	$0.00	35,033	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-18	38,265	$83.24	61,735	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-18	13,406	$83.24	21,627	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-19	37,386	$83.13	24,349	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-19	13,097	$83.13	8,530	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-20	24,275	$83.57	74	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-20	8,504	$83.57	26	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-20	74	$84.00	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2020-08-20	26	$84.00	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2020-08-18	653,618	$0.00	653,618	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2020-08-18	1,942,146	$0.00	1,942,146	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2020-08-18	39,203	$0.00	39,203	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2020-08-18	35,033	$0.00	35,033	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,720,731	No	4	C	Indirect
25,912,613	No	4	C	Indirect
523,050	No	4	C	Indirect
467,415	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	129,809	Direct

Footnotes

On August 18, 2020, Index Ventures Growth III (Jersey), L.P. ("Index Growth III") converted in the aggregate 653,618 shares of the Issuer's Class B Common Stock into 653,618 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index Growth III distributed in-kind, without consideration, 553,618 shares of Class A Common Stock pro-rata to its limited partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
The shares are held by Index Growth III. Index Venture Growth Associates III Limited ("IVGA III") is the general partner of Index Growth III. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index Growth III, Index Ventures VI (Jersey) L.P. ("Index VI"), and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel" and together with Index Growth III and Index VI, the "Funds"). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
On August 18, 2020, Index VI converted in the aggregate 1,942,146 shares of the Issuer's Class B Common Stock into 1,942,146 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI distributed in-kind, without consideration, 1,942,146 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Index Venture Associates VI Limited ("IVA VI"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVA VI distributed in-kind, without consideration, the 451,141 shares of Class A Common Stock received in the Index VI distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
The shares are held by Index VI. IVA VI is the general partner of Index VI. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
On August 18, 2020, Index VI Parallel converted in the aggregate 39,203 shares of the Issuer's Class B Common Stock into 39,203 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI Parallel distributed in-kind, without consideration, 39,203 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, IVA VI, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVA VI distributed in-kind, without consideration, the 9,801 shares of Class A Common Stock received in the Index VI Parallel distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
The shares are held by Index VI Parallel. IVA VI is the general partner of Index VI Parallel. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
On August 18, 2020, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 35,033 shares of the Issuer's Class B Common Stock into 35,033 shares of the Issuer's Class A Common Stock.
The shares are held by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the Issuer (in this case, Index Growth III, Index VI and Index VI Parallel). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
On August 18, 2020, Index Growth III sold 38,265 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.89, 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 range set forth in this footnote.
On August 18, 2020, Yucca sold 13,406 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.89, 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 range set forth in this footnote.
On August 19, 2020, Index Growth III sold 37,386 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.55, 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 range set forth in this footnote.
On August 19, 2020, Yucca sold 13,097 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.55, 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 range set forth in this footnote.
On August 20, 2020, Index Growth III sold 24,275 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.99, 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 range set forth in this footnote.
On August 20, 2020, Yucca sold 8,504 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.99, 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 range set forth in this footnote.
Includes shares received in the distribution described in footnotes (3) and (5) above.
Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the earlier of: (i) any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, and (ii) the tenth anniversary of the Issuer's initial public offering of its Class A Common Stock.