Datadog, Inc. — Director's Dealing 2019

Sep 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Pomel Olivier (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-23	Common Stock	J	13163964	—	Disposed	0	Direct
2019-09-23	Common Stock	J	4500000	—	Disposed	0	Indirect
2019-09-23	Common Stock	J	600000	—	Disposed	0	Indirect
2019-09-23	Common Stock	J	600000	—	Disposed	0	Indirect
2019-09-23	Common Stock	J	600000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-23	Class B Common Stock	$	J	13163964	Acquired		Class A Common Stock (13163964)	Direct
2019-09-23	Class B Common Stock	$	J	4500000	Acquired		Class A Common Stock (4500000)	Indirect
2019-09-23	Class B Common Stock	$	J	600000	Acquired		Class A Common Stock (600000)	Indirect
2019-09-23	Class B Common Stock	$	J	600000	Acquired		Class A Common Stock (600000)	Indirect
2019-09-23	Class B Common Stock	$	J	600000	Acquired		Class A Common Stock (600000)	Indirect
2019-09-23	Stock Option (Right to Buy)	$0.3067	J	4507200	Disposed	2025-10-27	Common Stock (4507200)	Direct
2019-09-23	Stock Option (Right to Buy)	$0.3067	J	4507200	Acquired	2025-10-27	Class B Common Stock (4507200)	Direct
2019-09-23	Stock Option (Right to Buy)	$0.9092	J	1296000	Disposed	2027-10-25	Common Stock (1296000)	Direct
2019-09-23	Stock Option (Right to Buy)	$0.9092	J	1296000	Acquired	2027-10-25	Class B Common Stock (1296000)	Direct
2019-09-23	Stock Option (Right to Buy)	$10.74	J	1500000	Disposed	2029-07-19	Common Stock (1500000)	Direct
2019-09-23	Stock Option (Right to Buy)	$10.74	J	1500000	Acquired	2029-07-19	Class B Common Stock (1500000)	Direct

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: Shares are held directly by the Olivier Pomel 2018 GRAT.

F3: Shares are held directly by the Pomel Descendents' 2018 Trust.

F4: Shares are held directly by the Agathe Le-Quoc 2018 Trust, of which Reporting Person is Trustee.

F5: Shares are held directly by the Artemis Le-Quoc 2018 Trust, of which Reporting Person is Trustee.

F6: 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 earliest 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, (ii) the nine-month anniversary of the death of the Reporting Person in the case of shares held directly or in a trustee capacity, and (iii) the tenth anniversary of the Issuer's initial public offering of its Class A Common Stock.

F7: Fully vested and exercisable.

F8: Option vests as to 25% on March 1, 2018 and in equal monthly installments thereafter over three years.

F9: 1/36th of Reporting Person's options vest on the earlier of January 1, 2021 and the one-year anniversary of the Issuer's initial public offering
(such date, the "Initial Vesting Date"). Thereafter, 1/36th of the options vest monthly on the same day in each month as the Initial Vesting Date.
In addition, the grant agreement provides for an "early exercise" feature subject to the Issuer's right to repurchase unvested shares upon the
Reporting Person's termination from the Issuer's board of directors.