Datadog, Inc. — Director's Dealing 2020

May 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2020-05-08

Reporting Person: Agarwal Amit (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-08	Class A Common	A	117262	$0.00	Acquired	142262	Direct
2020-05-11	Common A Common Stock	C	112000	$0.00	Acquired	254262	Direct
2020-05-11	Common A Common Stock	S	112000	$54.2416	Disposed	142262	Direct
2020-05-11	Common A Common Stock	C	32000	$0.00	Acquired	32000	Indirect
2020-05-11	Common A Common Stock	S	32000	$54.1605	Disposed	0	Indirect
2020-05-11	Common A Common Stock	C	48000	$0.00	Acquired	48000	Indirect
2020-05-11	Common A Common Stock	S	48000	$54.1371	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-11	Class B Common Stock	$	C	112000	Disposed		Class A Common Stock (112000)	Direct
2020-05-11	Class B Common Stock	$	C	32000	Disposed		Class A Common Stock (32000)	Indirect
2020-05-11	Class B Common Stock	$	C	48000	Disposed		Class A Common Stock (48000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1873491)	1873491	Indirect

Footnotes

F1: Represents the number of shares of Class A Common Stock underlying restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The shares underlying the RSUs vest in 12 equal quarterly installments beginning on June 1, 2021 and on each September 1, December 1 and March 1 thereafter, subject to the Reporting Person remaining in Continuous Service (as defined in the Issuer's 2019 Equity Incentive Plan) of the Issuer as of each such date.

F2: 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.

F3: Shares sold pursuant to a 10b5-1 plan entered into on December 13, 2019.

F4: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $54.10 to $54.84. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: Shares are held by Reporting Person's spouse.

F6: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $54.10 to $54.40. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F7: Shares are held directly by Amit Agarwal 2019 GRAT, of which the Reporting Person is Trustee.

F8: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $54.10 to $54.29. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F9: Shares are held directly by Amit Agarwal 2018 GRAT, of which the Reporting Person is Trustee.