Datadog, Inc. — Director's Dealing 2021

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2021-02-17

Reporting Person: Shah Shardul (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-17	Class A Common Stock	C	1307235	$0.00	Acquired	1307235	Indirect
2021-02-17	Class A Common Stock	J	1307235	$0.00	Disposed	0	Indirect
2021-02-17	Class A Common Stock	C	3884294	$0.00	Acquired	3884295	Indirect
2021-02-17	Class A Common Stock	J	3884295	$0.00	Disposed	0	Indirect
2021-02-17	Class A Common Stock	C	78405	$0.00	Acquired	78405	Indirect
2021-02-17	Class A Common Stock	J	78405	$0.00	Disposed	0	Indirect
2021-02-17	Class A Common Stock	C	70065	$0.00	Acquired	70065	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-17	Class B Common Stock	$	C	1307235	Disposed		Class A Common Stock (1307235)	Indirect
2021-02-17	Class B Common Stock	$	C	3884294	Disposed		Class A Common Stock (3884294)	Indirect
2021-02-17	Class B Common Stock	$	C	78405	Disposed		Class A Common Stock (78405)	Indirect
2021-02-17	Class B Common Stock	$	C	70065	Disposed		Class A Common Stock (70065)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	228203	Direct

Footnotes

F1: On February 17, 2021, Index Ventures Growth III (Jersey), L.P. ("Index Growth III") converted in the aggregate 1,307,235 shares of the Issuer's Class B Common Stock into 1,307,235 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index Growth III distributed in-kind, without consideration, 1,307,235 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 February 17, 2021, Index VI converted in the aggregate 3,884,924 shares of the Issuer's Class B Common Stock into 3,884,924 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI distributed in-kind, without consideration, 3,884,925 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 954,203 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 February 17, 2021, Index VI Parallel converted in the aggregate 78,405 shares of the Issuer's Class B Common Stock into 78,405 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI Parallel distributed in-kind, without consideration, 78,405 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 19,601 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 February 17, 2021, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 70,065 shares of the Issuer's Class B Common Stock into 70,065 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.