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: Callahan Michael James (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-23	Common Stock	J	707410	—	Disposed	0	Direct
2019-09-23	Common Stock	J	100000	—	Disposed	0	Indirect
2019-09-23	Common Stock	J	100000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-23	Class B Common Stock	$	J	707410	Acquired		Class A Common Stock (707410)	Direct
2019-09-23	Class B Common Stock	$	J	100000	Acquired		Class A Common Stock (100000)	Indirect
2019-09-23	Class B Common Stock	$	J	100000	Acquired		Class A Common Stock (100000)	Indirect
2019-09-23	Series Seed Preferred Stock	$	C	200196	Disposed		Class B Common Stock (200196)	Direct
2019-09-23	Class B Common Stock	$	J	200196	Acquired		Class A Common Stock (200196)	Direct
2019-09-23	Stock Option (Right to Buy)	$0.9092	J	7932	Disposed	2027-10-27	Common Stock (7932)	Direct
2019-09-23	Stock Option (Right to Buy)	$0.9092	J	7932	Acquired	2027-10-27	Class B Common Stock (7932)	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 Michael Callahan Grantor Retained Annuity Trust, of which Reporting Person is Trustee.

F3: Shares are held directly by The Melanie Thernstrom Grantor Retained Annuity Trust, of which Reporting Person's spouse is Trustee.

F4: 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.

F5: All shares of Preferred Stock automatically converted into Common Stock on a 1:1 basis and were reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

F6: Option vests in 48 equal monthly installments from November 7, 2015.