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: Agarwal Amit (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-23	Common Stock	J	1848681	—	Disposed	0	Direct
2019-09-23	Common Stock	J	533166	—	Disposed	0	Indirect
2019-09-23	Common Stock	J	1873491	—	Disposed	0	Indirect
2019-09-23	Common Stock	J	1950000	—	Disposed	0	Indirect
2019-09-23	Class A Common Stock	P	25000	$27.00	Acquired	25000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-23	Class B Common Stock	$	J	1848681	Acquired		Class A Common Stock (1848681)	Direct
2019-09-23	Class B Common Stock	$	J	533166	Acquired		Class A Common Stock (533166)	Indirect
2019-09-23	Class B Common Stock	$	J	1873491	Acquired		Class A Common Stock (1873491)	Indirect
2019-09-23	Class B Common Stock	$	J	1950000	Acquired		Class A Common Stock (1950000)	Indirect
2019-09-23	Stock Option (Right to Buy)	$0.9092	J	540000	Disposed	2027-10-25	Common Stock (540000)	Direct
2019-09-23	Stock Option (Right to Buy)	$0.9092	J	540000	Acquired	2027-10-25	Class B Common Stock (540000)	Direct
2019-09-23	Stock Option (Right to Buy)	$10.74	J	900000	Disposed	2029-07-19	Common Stock (900000)	Direct
2019-09-23	Stock Option (Right to Buy)	$10.74	J	900000	Acquired	2029-07-19	Class B Common Stock (900000)	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 by Reporting Person's spouse.

F3: Shares are held directly by Amit Agarwal 2018 GRAT, of which the Reporting Person is Trustee.

F4: Shares are held directly by Amit Agarwal 2019 GRAT, of which the Reporting Person is Trustee.

F5: 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 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.

F6: Option vests as to 25% on March 1, 2018 and in equal monthly installments thereafter over three years.

F7: 15% 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, the remaining 85% of Reporting Person's options vest monthly in equal installments on the same day
in each month as the Initial Vesting Date for 35 months.