Datadog, Inc. — Director's Dealing 2020

Apr 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2020-04-21

Reporting Person: ICONIQ STRATEGIC PARTNERS II, L.P. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Griffith William J.G. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-21	Class A Common Stock	C	1832371	$0.00	Acquired	2564608	Direct
2020-04-21	Class A Common Stock	C	1434374	$0.00	Acquired	2007566	Direct
2020-04-21	Class A Common Stock	C	666158	$0.00	Acquired	927826	Direct
2020-04-21	Class A Common Stock	C	408849	$0.00	Acquired	408849	Direct
2020-04-21	Class A Common Stock	C	436857	$0.00	Acquired	436857	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-21	Class B Common Stock	$	C	1832371	Disposed		Class A Common Stock (1832371)	Direct
2020-04-21	Class B Common Stock	$	C	1434374	Disposed		Class A Common Stock (1434374)	Direct
2020-04-21	Class B Common Stock	$	C	666158	Disposed		Class A Common Stock (666158)	Direct
2020-04-21	Class B Common Stock	$	C	408849	Disposed		Class A Common Stock (408849)	Direct
2020-04-21	Class B Common Stock	$	C	436857	Disposed		Class A Common Stock (436857)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	199500	Direct
Class A Common Stock	325500	Direct
Class A Common Stock	16104	Direct
Class A Common Stock	16104	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1890426)	1890426	Direct
Class B Common Stock	$		Class A Common Stock (3084381)	3084381	Direct

Footnotes

F1: On April 21, 2020, ICONIQ Strategic Partners II, LP ("ICONIQ II") converted in the aggregate 1,832,371 shares of the Issuer's Class B Common Stock into 1,832,371 shares of the Issuer's Class A Common Stock.

F2: The shares are held by ICONIQ II.

F3: On April 21, 2020, ICONIQ Strategic Partners II-B, LP ("ICONIQ II-B") converted in the aggregate 1,434,374 shares of the Issuer's Class B Common Stock into 1,434,374 shares of the Issuer's Class A Common Stock.

F4: The shares are held by ICONIQ II-B.

F5: On April 21, 2020, ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest") converted in the aggregate 666,158 shares of the Issuer's Class B Common Stock into 666,158 shares of the Issuer's Class A Common Stock.

F6: The shares are held by ICONIQ II Co-Invest.

F7: On April 21, 2020, ICONIQ Strategic Partners III, LP ("ICONIQ III") converted in the aggregate 408,849 shares of the Issuer's Class B Common Stock into 408,849 shares of the Issuer's Class A Common Stock.

F8: The shares are held by ICONIQ III.

F9: On April 21, 2020, ICONIQ Strategic Partners III-B, LP ("ICONIQ III-B") converted in the aggregate 436,857 shares of the Issuer's Class B Common Stock into 436,857 shares of the Issuer's Class A Common Stock.

F10: The shares are held by ICONIQ III-B.

F11: The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

F12: The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

F13: Iconiq Strategic Partners II GP, L.P. ("ICONIQ II GP") is the sole general partner of each of ICONIQ II, ICONIQ II-B and ICONIQ II Co-Invest. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ II Parent GP") is the sole general partner of ICONIQ II GP. Iconiq Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the general partner of ICONIQ IV GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ II Parent GP, ICONIQ III Parent GP and ICONIQ IV Parent GP.

F14: Each of ICONIQ II GP, ICONIQ III GP, ICONIQ II Parent GP, ICONIQ III Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F15: Each of ICONIQ IV GP, ICONIQ IV Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 and the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F16: 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.

F17: These shares are directly held by Makan through family trust(s) that he controls. Makan disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F18: These shares are directly held by Griffith through family trust(s) that he controls. Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.