Datadog, Inc. — Director's Dealing 2020

Sep 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2020-08-28

Reporting Person: Index Ventures VI (Jersey) LP (10% Owner)
Reporting Person: Index Ventures Growth III (Jersey), L.P. (10% Owner)
Reporting Person: Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP (10% Owner)
Reporting Person: Yucca (Jersey) SLP (10% Owner)
Reporting Person: Index Venture Growth Associates III Ltd (10% Owner)
Reporting Person: Index Venture Associates VI Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-28	Class A Common Stock	C	653618	$0.00	Acquired	653618	Direct
2020-08-28	Class A Common Stock	J	653618	$0.00	Disposed	0	Direct
2020-08-28	Class A Common Stock	C	1942146	$0.00	Acquired	1942147	Direct
2020-08-28	Class A Common Stock	J	1942146	$0.00	Disposed	1	Direct
2020-08-28	Class A Common Stock	C	39203	$0.00	Acquired	39203	Direct
2020-08-28	Class A Common Stock	J	39203	$0.00	Disposed	0	Direct
2020-08-28	Class A Common Stock	C	35033	$0.00	Acquired	35033	Direct
2020-08-28	Class A Common Stock	S	19054	$83.1332	Disposed	15979	Direct
2020-08-28	Class A Common Stock	S	11480	$85.5486	Disposed	4499	Direct
2020-08-28	Class A Common Stock	S	4499	$86.0855	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-28	Class B Common Stock	$	C	653618	Disposed		Class A Common Stock (653618)	Direct
2020-08-28	Class B Common Stock	$	C	1942146	Disposed		Class A Common Stock (1942146)	Direct
2020-08-28	Class B Common Stock	$	C	39203	Disposed		Class A Common Stock (39203)	Direct
2020-08-28	Class B Common Stock	$	C	35033	Disposed		Class A Common Stock (35033)	Direct

Footnotes

F1: On August 28, 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 and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

F3: On August 28, 2020, Index Ventures VI (Jersey), L.P. ("Index VI") converted in the aggregate 1,942,146 shares of the Issuer's Class B Common Stock into 1,942,146 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI distributed in-kind, without consideration, 1,942,146 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 485,537 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 and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

F5: On August 28, 2020, Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel") converted in the aggregate 39,203 shares of the Issuer's Class B Common Stock into 39,203 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI Parallel distributed in-kind, without consideration, 39,203 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 and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

F7: On August 28, 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). Each of IVGA III and IVA VI disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

F9: On August 28, 2020, Yucca sold 19,054 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.02 to $83.40, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F10: On August 28, 2020, Yucca sold 11,480 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F11: On August 28, 2020, Yucca sold 4,499 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.00 to $86.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F12: 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.