Datadog, Inc. — Director's Dealing 2020

Mar 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2020-03-10

Reporting Person: Callahan Michael James (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-10	Class A Common Stock	C	36000	$0.00	Acquired	49179	Direct
2020-03-24	Class A Common Stock	S	12200	$34.3515	Disposed	36979	Direct
2020-03-24	Class A Common Stock	S	5800	$35.109	Disposed	31179	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-10	Class B Common Stock	$	C	36000	Disposed		Class A Common Stock (36000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (80000)	80000	Indirect
Class B Common Stock	$		Class A Common Stock (100000)	100000	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 December 13, 2019.

F3: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $33.83 to $34.79. 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.

F4: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $34.83 to $35.34. 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 directly by The Michael Callahan Grantor Retained Annuity Trust, of which Reporting Person is Trustee.

F6: Shares are held directly by The Melanie Thernstrom Grantor Retained Annuity Trust, of which Reporting Person's spouse is Trustee.