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: Ittycheria Dev (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-23	Common Stock	J	671031	—	Disposed	0	Direct
2019-09-23	Common Stock	J	1130889	—	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	671031	Acquired		Class A Common Stock (671031)	Direct
2019-09-23	Class B Common Stock	$	J	1130889	Acquired		Class A Common Stock (1130889)	Indirect
2019-09-23	Stock Option (Right to Buy)	$3.067	J	240000	Disposed	2028-12-29	Common Stock (240000)	Direct
2019-09-23	Stock Option (Right to Buy)	$3.067	J	240000	Acquired	2028-12-29	Class B Common Stock (240000)	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 Ittycheria Family Trust.

F3: 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.

F4: Option vests as to 6/48th on January 29, 2019. Thereafter, 1/48th of the option vests monthly on the same day in each month.