Datadog, Inc. — Director's Dealing 2021

Jun 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2021-06-10

Reporting Person: Callahan Michael James (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-10	Class A Common Stock	A	2116	$0.00	Acquired	4417	Direct
2021-05-27	Class A Common Stock	G	250	$0.00	Disposed	13908	Indirect

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 (24992)	24992	Indirect
Class B Common Stock	$		Class A Common Stock (67504)	67504	Indirect
Class B Common Stock	$		Class A Common Stock (87504)	87504	Indirect
Class B Common Stock	$		Class A Common Stock (357606)	357606	Direct

Footnotes

F1: Represents the number of shares underlying Restricted Stock Units ("RSUs") granted pursuant to the Issuer's non-employee director compensation policy. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. The RSUs vest on the earlier of (A) the Company's next annual meeting of stockholders and (B) June 10, 2022, in each case, subject to the Reporting Person's continuous service to the Issuer through the vesting date.

F2: The Shares are held by The Callahan-Thernstrom Family Trust, of which Reporting Person is Trustee.

F3: Shares are held by The Michael Callahan Grantor Retained Annuity Trust, of which Reporting Person is Trustee.

F4: 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.

F5: Reflects exempt annuity payments of 12,496 shares from each of The Michael Callahan Grantor Retained Annuity Trust and The Melanie Thernstrom Grantor Retained Annuity Trust to The Callahan-Thernstrom Family Trust on December 4, 2020.

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