Datadog, Inc. — Director's Dealing 2020

Nov 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2020-11-04

Reporting Person: Agarwal Amit (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-04	Common A Common Stock	C	25000	$0.00	Acquired	159262	Direct
2020-11-04	Common A Common Stock	S	4905	$96.153	Disposed	154357	Direct
2020-11-04	Common A Common Stock	S	17086	$97.1599	Disposed	137271	Direct
2020-11-04	Common A Common Stock	S	2609	$97.8204	Disposed	134662	Direct
2020-11-04	Common A Common Stock	S	400	$99.08	Disposed	134262	Direct
2020-11-04	Common A Common Stock	C	10000	$0.00	Acquired	10000	Indirect
2020-11-04	Common A Common Stock	S	2600	$96.3962	Disposed	7400	Indirect
2020-11-04	Common A Common Stock	S	7000	$97.2726	Disposed	400	Indirect
2020-11-04	Common A Common Stock	S	200	$98.25	Disposed	200	Indirect
2020-11-04	Common A Common Stock	S	200	$99.485	Disposed	0	Indirect
2020-11-04	Common A Common Stock	C	55000	$0.00	Acquired	55000	Indirect
2020-11-04	Common A Common Stock	S	12086	$96.2442	Disposed	42914	Indirect
2020-11-04	Common A Common Stock	S	38922	$97.2099	Disposed	3992	Indirect
2020-11-04	Common A Common Stock	S	3092	$98.0091	Disposed	900	Indirect
2020-11-04	Common A Common Stock	S	900	$99.1567	Disposed	0	Indirect
2020-11-04	Common A Common Stock	C	25000	$0.00	Acquired	25000	Indirect
2020-11-04	Common A Common Stock	S	5642	$96.2546	Disposed	19358	Indirect
2020-11-04	Common A Common Stock	S	17853	$97.2282	Disposed	1505	Indirect
2020-11-04	Common A Common Stock	S	1205	$98.1188	Disposed	300	Indirect
2020-11-04	Common A Common Stock	S	300	$99.1733	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-04	Class B Common Stock	$	C	25000	Disposed		Class A Common Stock (25000)	Direct
2020-11-04	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000)	Indirect
2020-11-04	Class B Common Stock	$	C	55000	Disposed		Class A Common Stock (55000)	Indirect
2020-11-04	Class B Common Stock	$	C	25000	Disposed		Class A Common Stock (25000)	Indirect

Footnotes

F1: 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.

F2: Shares sold pursuant to a 10b5-1 plan entered into on September 2, 2020.

F3: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $95.58 to $96.57. 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.

F4: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $96.58 to $97.57. 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: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $97.58 to $98.55. 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.

F6: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $98.64 to $99.52. 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 by Reporting Person's spouse.

F8: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $95.83 to $96.82. 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: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $96.83 to $97.79. 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.

F10: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $97.95 to $98.55. 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.

F11: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $99.42 to $99.55. 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.

F12: Shares are held directly by Amit Agarwal 2019 GRAT, of which the Reporting Person is Trustee.

F13: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $95.66 to $96.63. 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.

F14: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $96.66 to $97.65. 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.

F15: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $97.67 to $98.59. 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.

F16: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $98.80 to $99.58. 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.

F17: Shares are held directly by Amit Agarwal 2018 GRAT, of which the Reporting Person is Trustee.

F18: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $95.69 to $96.68. 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.

F19: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $96.69 to $97.68. 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.

F20: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $97.74 to $98.64. 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.

F21: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $98.85 to $99.53. 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.

F22: Includes the conversion of 8,000 shares of Class B Common Stock on June 15, 2020 for a charitable gift of 8,000 shares of Class A Common Stock that was reported on June 25, 2020. The conversion was inadvertently not included in Table II of that report.