Datadog, Inc. — Director's Dealing 2019

Dec 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2019-12-10

Reporting Person: ICONIQ STRATEGIC PARTNERS II, L.P. (10% Owner)
Reporting Person: ICONIQ STRATEGIC PARTNERS II-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners II Co-Invest, L.P., DD Series (10% Owner)
Reporting Person: ICONIQ Strategic Partners II GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners II TT GP, Ltd (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Griffith William J.G. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-10	Class A Common Stock	C	1431099	$0.00	Acquired	1431099	Direct
2019-12-10	Class A Common Stock	C	1120259	$0.00	Acquired	1120259	Direct
2019-12-10	Class A Common Stock	C	515739	$0.00	Acquired	515739	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-10	Class B Common Stock	$	C	1431099	Disposed		Class A Common Stock (1431099)	Direct
2019-12-10	Class B Common Stock	$	C	1120259	Disposed		Class A Common Stock (1120259)	Direct
2019-12-10	Class B Common Stock	$	C	515739	Disposed		Class A Common Stock (515739)	Direct

Footnotes

F1: On December 10, 2019, ICONIQ Strategic Partners II, LP ("ICONIQ II") converted in the aggregate 1,431,099 shares of the Issuer's Class B Common Stock into 1,431,099 shares of the Issuer's Class A Common Stock.

F2: The shares are held by ICONIQ II.

F3: On December 10, 2019, ICONIQ Strategic Partners II-B, LP ("ICONIQ II-B") converted in the aggregate 1,120,259 shares of the Issuer's Class B Common Stock into 1,120,259 shares of the Issuer's Class A Common Stock.

F4: The shares are held by ICONIQ II-B.

F5: On December 10, 2019, ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest") converted in the aggregate 515,739 shares of the Issuer's Class B Common Stock into 515,739 shares of the Issuer's Class A Common Stock.

F6: The shares are held by ICONIQ II Co-Invest.

F7: 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. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP II.

F8: Each of ICONIQ GP II, ICONIQ Parent GP II, Makan and Griffith 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 its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F9: 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.