Datadog, Inc. — Director's Dealing 2019

Sep 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2019-09-23

Reporting Person: OpenView Management, LLC (10% Owner)
Reporting Person: OpenView General Partner III, L.P. (10% Owner)
Reporting Person: OpenView Affiliates Fund III, L.P. (10% Owner)
Reporting Person: OpenView Venture Partners III, L.P. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-23	Series B Preferred Stock	$	C	25115388	Disposed		See footnote (25115388)	Direct
2019-09-23	Series C Preferred Stock	$	C	10070100	Disposed		See footnote (10070100)	Direct
2019-09-23	Series D Preferred Stock	$	C	5622792	Disposed		See footnote (5622792)	Direct
2019-09-23	Class B Common Stock	$	J	40808280	Acquired		Class A Common Stock (40808280)	Direct
2019-09-23	Series B Preferred Stock	$	C	981396	Disposed		See footnote (981396)	Direct
2019-09-23	Series C Preferred Stock	$	C	393492	Disposed		See footnote (393492)	Direct
2019-09-23	Series D Preferred Stock	$	C	219708	Disposed		See footnote (219708)	Direct
2019-09-23	Class B Common Stock	$	J	1594596	Acquired		Class A Common Stock (1594596)	Direct

Footnotes

F1: All shares of Preferred Stock automatically converted into Common Stock on a 1:1 basis and were reclassified into shares of Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

F2: The shares are held by securities are held by OpenView Venture Partners III, L.P. ("OVP III LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner III, L.P. ("OGP III LP"), which is the general partner of OVP III LP. Each of OVM LLC and OGP III LP disclaims beneficial ownership of all the shares held by OVP III LP except to the extent, if any, of its pecuniary interest therein and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F3: 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.

F4: Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F5: The securities are held by OpenView Affiliates Fund III, L.P. ("OAF III LP"). OGP III LP is the general partner of OAF III LP. Each of OVM LLC and OGP III LP disclaims beneficial ownership of all the shares held by OAF III LP except to the extent, if any, of its pecuniary interest therein and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.