Datadog, Inc. — Director's Dealing 2021

Feb 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2020-12-11

Reporting Person: Pomel Olivier (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-11	Class A Common Stock	C	10084	$0.00	Acquired	173705	Direct
2020-12-15	Class A Common Stock	G	10084	$0.00	Disposed	163621	Direct
2021-02-01	Class A Common Stock	C	247528	—	Acquired	411149	Direct
2021-02-01	Class A Common Stock	S	44131	$101.4211	Disposed	367018	Direct
2021-02-01	Class A Common Stock	S	161257	$102.0576	Disposed	205761	Direct
2021-02-01	Class A Common Stock	S	31406	$103.1019	Disposed	174355	Direct
2021-02-01	Class A Common Stock	S	10434	$104.0024	Disposed	163921	Direct
2021-02-01	Class A Common Stock	S	300	$104.8667	Disposed	163621	Direct
2021-02-01	Class A Common Stock	C	67400	—	Acquired	67400	Indirect
2021-02-01	Class A Common Stock	S	20884	$101.5294	Disposed	46516	Indirect
2021-02-01	Class A Common Stock	S	39411	$102.089	Disposed	7105	Indirect
2021-02-01	Class A Common Stock	S	5405	$103.145	Disposed	1700	Indirect
2021-02-01	Class A Common Stock	S	1700	$104.0647	Disposed	0	Indirect
2021-02-01	Class A Common Stock	C	50000	—	Acquired	50000	Indirect
2021-02-01	Class A Common Stock	S	15484	$101.53	Disposed	34516	Indirect
2021-02-01	Class A Common Stock	S	29216	$102.0864	Disposed	5300	Indirect
2021-02-01	Class A Common Stock	S	4000	$103.135	Disposed	1300	Indirect
2021-02-01	Class A Common Stock	S	1300	$103.9785	Disposed	0	Indirect
2021-02-02	Class A Common Stock	C	74272	—	Acquired	237893	Direct
2021-02-02	Class A Common Stock	S	5991	$103.3491	Disposed	231902	Direct
2021-02-02	Class A Common Stock	S	10700	$104.07	Disposed	221202	Direct
2021-02-02	Class A Common Stock	S	11623	$105.1895	Disposed	209597	Direct
2021-02-02	Class A Common Stock	S	42957	$106.1705	Disposed	166622	Direct
2021-02-02	Class A Common Stock	S	3001	$106.8273	Disposed	163621	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-11	Class B Common Stock	$	C	10084	Disposed		Class A Common Stock (10084)	Direct
2021-02-01	Class B Common Stock	$	C	247528	Disposed		Class A Common Stock (247528)	Direct
2021-02-01	Class B Common Stock	$	C	67400	Disposed		Class A Common Stock (67400)	Indirect
2021-02-01	Class B Common Stock	$	C	50000	Disposed		Class A Common Stock (50000)	Indirect
2021-02-02	Class B Common Stock	$	C	74272	Disposed		Class A Common Stock (74272)	Direct

Footnotes

F1: Each share of Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, 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 nine-month anniversary of 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 September 14, 2020.

F3: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $100.70 to $101.695. 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 $101.70 to $102.69. 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: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $102.71 to $103.69. 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.

F6: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $103.72 to $104.43. 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.

F7: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $104.74 to $104.93. 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.

F8: Shares are held by the Olivier Pomel 2018 GRAT.

F9: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $100.77 to $101.76. 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.

F10: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $101.77 to $102.75. 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.

F11: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $102.77 to $103.69. 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.

F12: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $103.80 to $104.75. 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.

F13: Shares are held by the Pomel Descendents' 2018 Trust. Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, if any, in the shares.

F14: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $100.77 to $101.76. 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.

F15: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $101.77 to $102.76. 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.

F16: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $102.78 to $103.69. 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.

F17: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $103.80 to $104.38. 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.

F18: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $102.72 to $103.71. 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.

F19: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $103.72 to $104.68. 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.

F20: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $104.72 to $105.71. 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.

F21: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $105.72 to $106.71. 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.

F22: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $106.73 to $107.12. 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.