Datadog, Inc. — Director's Dealing 2019

Sep 18, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2019-09-18

Reporting Person: ICONIQ STRATEGIC PARTNERS II, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners IV GP, L.P. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Griffith William J.G. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	91461	Direct
Common Stock	97725	Direct
Common Stock	1890426	Direct
Common Stock	3084381	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series Seed Preferred Stock	$		Common Stock (150852)		Direct
Series Seed Preferred Stock	$		Common Stock (118092)		Direct
Series Seed Preferred Stock	$		Common Stock (317388)		Direct
Series Seed Preferred Stock	$		Common Stock (339132)		Direct
Series A Preferred Stock	$		Common Stock (67032)		Direct
Series A Preferred Stock	$		Common Stock (52464)		Direct
Series B Preferred Stock	$		Common Stock (71688)		Direct
Series B Preferred Stock	$		Common Stock (56112)		Direct
Series D Preferred Stock	$		Common Stock (11043852)		Direct
Series D Preferred Stock	$		Common Stock (8645100)		Direct
Series D Preferred Stock	$		Common Stock (4120260)		Direct

Footnotes

F1: The Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, (1) all shares of Preferred Stock will be automatically converted into shares of Common Stock on a 1:1 basis and (2) all shares of Common Stock shall then be reclassified into one share of Class B Common Stock on a 1:1 basis.

F2: After the completion of the Issuer's initial public offering, on any transfer of shares of Class B common stock, whether or not for value, each such transferred share will automatically convert into one share of Class A common stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation, including transfers for tax and estate planning purposes, so long as the transferring holder continues to hold sole voting and dispositive power with respect to the shares transferred. Additionally, the shares of Class B common stock will convert automatically into Class A common stock, on a 1:1 basis, upon the tenth anniversary of the Issuer's initial public offering.

F3: The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

F4: 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.

F5: Each of ICONIQ GP II, ICONIQ GP III, ICONIQ GP IV, ICONIQ Parent GP II, ICONIQ Parent GP III, ICONIQ Parent GP IV, 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.

F6: The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

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

F8: The shares are held by ICONIQ Strategic Partners IV-B, LP ("ICONIQ IV-B").

F9: The shares are held by ICONIQ Strategic Partners II, LP ("ICONIQ II").

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

F11: The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest").