Datadog, Inc. — Director's Dealing 2020

Nov 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2020-11-13

Reporting Person: Shah Shardul (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-13	Class A Common Stock	C	653618	$0.00	Acquired	653618	Indirect
2020-11-13	Class A Common Stock	J	653618	$0.00	Disposed	0	Indirect
2020-11-13	Class A Common Stock	C	1942147	$0.00	Acquired	1942148	Indirect
2020-11-13	Class A Common Stock	J	1942147	$0.00	Disposed	1	Indirect
2020-11-13	Class A Common Stock	C	39202	$0.00	Acquired	39202	Indirect
2020-11-13	Class A Common Stock	J	39202	$0.00	Disposed	0	Indirect
2020-11-13	Class A Common Stock	C	35033	$0.00	Acquired	35033	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-13	Class B Common Stock	$	C	653618	Disposed		Class A Common Stock (653618)	Indirect
2020-11-13	Class B Common Stock	$	C	1942147	Disposed		Class A Common Stock (1942147)	Indirect
2020-11-13	Class B Common Stock	$	C	39202	Disposed		Class A Common Stock (39202)	Indirect
2020-11-13	Class B Common Stock	$	C	35033	Disposed		Class A Common Stock (35033)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	169437	Direct

Footnotes

F1: On November 13, 2020, Index Ventures Growth III (Jersey), L.P. ("Index Growth III") converted in the aggregate 653,618 shares of the Issuer's Class B Common Stock into 653,618 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index Growth III distributed in-kind, without consideration, 653,618 shares of Class A Common Stock pro-rata to its limited partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

F2: The shares are held by Index Growth III. Index Venture Growth Associates III Limited ("IVGA III") is the general partner of Index Growth III. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index Growth III, Index Ventures VI (Jersey) L.P. ("Index VI"), and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel" and together with Index Growth III and Index VI, the "Funds"). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F3: On November 13, 2020, Index VI converted in the aggregate 1,942,147 shares of the Issuer's Class B Common Stock into 1,942,147 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI distributed in-kind, without consideration, 1,942,147 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Index Venture Associates VI Limited ("IVA VI"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVA VI distributed in-kind, without consideration, the 485,536 shares of Class A Common Stock received in the Index VI distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

F4: The shares are held by Index VI. IVA VI is the general partner of Index VI. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F5: On November 13, 2020, Index VI Parallel converted in the aggregate 39,202 shares of the Issuer's Class B Common Stock into 39,202 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI Parallel distributed in-kind, without consideration, 39,202 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, IVA VI, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVA VI distributed in-kind, without consideration, the 9,801 shares of Class A Common Stock received in the Index VI Parallel distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

F6: The shares are held by Index VI Parallel. IVA VI is the general partner of Index VI Parallel. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F7: On November 13, 2020, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 35,033 shares of the Issuer's Class B Common Stock into 35,033 shares of the Issuer's Class A Common Stock.

F8: The shares are held by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the Issuer (in this case, Index Growth III, Index VI and Index VI Parallel). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F9: Includes shares received in the distribution described in footnotes (3) and (5) above.

F10: 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 earlier 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, and (ii) the tenth anniversary of the Issuer's initial public offering of its Class A Common Stock.