Datadog, Inc. — Director's Dealing 2022

Mar 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2022-03-16

Reporting Person: Jacobson Matthew (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-16	Class A Common Stock	C	3695390	$0.00	Acquired	4927187	Indirect
2022-03-16	Class A Common Stock	C	2892741	$0.00	Acquired	3856988	Indirect
2022-03-16	Class A Common Stock	C	1343458	$0.00	Acquired	1791277	Indirect
2022-03-16	Class A Common Stock	C	1141458	$0.00	Acquired	1666966	Indirect
2022-03-16	Class A Common Stock	C	1843426	$0.00	Acquired	2709083	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-16	Class B Common Stock	$	C	3695390	Disposed		Class A Common Stock (3695390)	Indirect
2022-03-16	Class B Common Stock	$	C	2892741	Disposed		Class A Common Stock (2892741)	Indirect
2022-03-16	Class B Common Stock	$	C	1343458	Disposed		Class A Common Stock (1343458)	Indirect
2022-03-16	Class B Common Stock	$	C	1141458	Disposed		Class A Common Stock (1141458)	Indirect
2022-03-16	Class B Common Stock	$	C	1843426	Disposed		Class A Common Stock (1843426)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	337301	Indirect
Class A Common Stock	360407	Indirect
Class A Common Stock	263174	Direct

Footnotes

F1: On March 16, 2022, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") converted in the aggregate 3,695,390 shares of the Issuer's Class B Common Stock into 3,695,390 shares of the Issuer's Class A Common Stock.

F2: The shares are held by ICONIQ II.

F3: On March 16, 2022, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") converted in the aggregate 2,892,741 shares of the Issuer's Class B Common Stock into 2,892,741 shares of the Issuer's Class A Common Stock.

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

F5: On March 16, 2022, ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest") converted in the aggregate 1,343,458 shares of the Issuer's Class B Common Stock into 1,343,458 shares of the Issuer's Class A Common Stock.

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

F7: On March 16, 2022, ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") converted in the aggregate 1,141,458 shares of the Issuer's Class B Common Stock into 1,141,458 shares of the Issuer's Class A Common Stock.

F8: The shares are held by ICONIQ IV.

F9: On March 16, 2022, ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") converted in the aggregate 1,843,426 shares of the Issuer's Class B Common Stock into 1,843,426 shares of the Issuer's Class A Common Stock.

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

F11: The shares are held by ICONIQ Strategic Partners III, LP ("ICONIQ III").

F12: The shares are held by ICONIQ Strategic Partners III-B, LP ("ICONIQ III-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 of ICONIQ II Parent GP and ICONIQ III Parent GP and Makan, Griffith and Matthew Jacobson are the sole equity holders of ICONIQ IV Parent GP.

F14: The Reporting Person is a General Partner and a Managing Director at ICONIQ Capital. The Reporting Person 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 his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F15: Includes shares received in prior distributions-in-kind made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.

F16: These shares are directly held by the Reporting Person through a trust of which he is a trustee and another estate planning trust having an independent trustee.

F17: 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.