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: Jacobson Matthew (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-23	Class A Common Stock	P	199500	$27.00	Acquired	199500	Indirect
2019-09-23	Class A Common Stock	P	325500	$27.00	Acquired	325500	Indirect
2019-09-23	Common Stock	J	91461	$0.00	Disposed	0	Indirect
2019-09-23	Common Stock	J	97725	$0.00	Disposed	0	Indirect
2019-09-23	Common Stock	J	1890426	$0.00	Disposed	0	Indirect
2019-09-23	Common Stock	J	3084381	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-23	Series Seed Preferred Stock	$	C	150852	Disposed		See footnote (150852)	Indirect
2019-09-23	Series Seed Preferred Stock	$	C	118092	Disposed		See footnote (118092)	Indirect
2019-09-23	Series Seed Preferred Stock	$	C	317388	Disposed		See footnote (317388)	Indirect
2019-09-23	Series Seed Preferred Stock	$	C	339132	Disposed		See footnote (339132)	Indirect
2019-09-23	Series A Preferred Stock	$	C	67032	Disposed		See footnote (67032)	Indirect
2019-09-23	Series A Preferred Stock	$	C	52464	Disposed		See footnote (52464)	Indirect
2019-09-23	Series B Preferred Stock	$	C	71688	Disposed		See footnote (71688)	Indirect
2019-09-23	Series B Preferred Stock	$	C	56112	Disposed		See footnote (56112)	Indirect
2019-09-23	Series D Preferred Stock	$	C	11043852	Disposed		See footnote (11043852)	Indirect
2019-09-23	Series D Preferred Stock	$	C	8645100	Disposed		See footnote (8645100)	Indirect
2019-09-23	Series D Preferred Stock	$	C	4120260	Disposed		See footnote (4120260)	Indirect
2019-09-23	Class B Common Stock	$	J	408849	Acquired		Class A Common Stock (408849)	Indirect
2019-09-23	Class B Common Stock	$	J	436857	Acquired		Class A Common Stock (436857)	Indirect
2019-09-23	Class B Common Stock	$	J	1890426	Acquired		Class A Common Stock (1890426)	Indirect
2019-09-23	Class B Common Stock	$	J	3084381	Acquired		Class A Common Stock (3084381)	Indirect
2019-09-23	Class B Common Stock	$	J	11333424	Acquired		Class A Common Stock (11333424)	Indirect
2019-09-23	Class B Common Stock	$	J	8871768	Acquired		Class A Common Stock (8871768)	Indirect
2019-09-23	Class B Common Stock	$	J	4120260	Acquired		Class A Common Stock (4120260)	Indirect

Footnotes

F1: 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.

F2: The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

F3: Iconiq Strategic Partners GP II, L.P. ("ICONIQ GP II") is the sole general partner of each of ICONIQ II, ICONIQ II-B and ICONIQ II Co-Invest. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. Iconiq Strategic Partners GP III, L.P. ("ICONIQ GP III") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ GP III. Iconiq Strategic Partners GP IV, L.P. ("ICONIQ GP IV") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ Parent GP IV") is the sole general partner of ICONIQ GP IV. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP II, ICONIQ Parent GP III and ICONIQ Parent GP IV.

F4: The Reporting Person is a General Partner and a Managing Director at ICONIQ Capital. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F5: The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

F6: The shares are held by ICONIQ Strategic Partners IV, LP ("ICONIQ IV").

F7: The shares are held by ICONIQ Strategic Partners IV-B, LP ("ICONIQ IV-B").

F8: 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.

F9: 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.

F10: The shares are held by ICONIQ Strategic Partners II, LP ("ICONIQ II").

F11: The shares are held by ICONIQ Strategic Partners II-B, LP ("ICONIQ II-B").

F12: The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest").

F13: These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.

F14: Represents 91,461 shares of Common Stock that were reclassified into Class B Common Stock and 317,388 shares of Series Seed Preferred Stock that converted into Common Stock and then were reclassified into Class B Common Stock.

F15: Represents 97,725 shares of Common Stock that were reclassified into Class B Common Stock and 339,132 shares of Series Seed Preferred Stock that converted into Common Stock and then were reclassified into Class B Common Stock.