Datadog, Inc. — Director's Dealing 2022

Feb 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2022-02-14

Reporting Person: Shah Shardul (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-14	Class A Common Stock	C	767042	$0.00	Acquired	767042	Indirect
2022-02-14	Class A Common Stock	J	767042	$0.00	Disposed	0	Indirect
2022-02-14	Class A Common Stock	J	191761	$0.00	Disposed	2666	Indirect
2022-02-14	Class A Common Stock	S	2236	$167.6009	Disposed	430	Indirect
2022-02-14	Class A Common Stock	S	430	$168.1358	Disposed	0	Indirect
2022-02-14	Class A Common Stock	C	2279173	$0.00	Acquired	2279173	Indirect
2022-02-14	Class A Common Stock	J	2279173	$0.00	Disposed	0	Indirect
2022-02-14	Class A Common Stock	C	46006	$0.00	Acquired	46006	Indirect
2022-02-14	Class A Common Stock	J	46006	$0.00	Disposed	0	Indirect
2022-02-14	Class A Common Stock	J	581295	$0.00	Disposed	0	Indirect
2022-02-14	Class A Common Stock	C	41112	$0.00	Acquired	41112	Indirect
2022-02-14	Class A Common Stock	J	27291	$0.00	Disposed	13821	Indirect
2022-02-14	Class A Common Stock	S	11592	$167.6009	Disposed	2229	Indirect
2022-02-14	Class A Common Stock	S	2229	$168.1358	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-14	Class B Common Stock	$	C	767042	Disposed		Class A Common Stock (767042)	Indirect
2022-02-14	Class B Common Stock	$	C	2279173	Disposed		Class A Common Stock (2279173)	Indirect
2022-02-14	Class B Common Stock	$	C	46006	Disposed		Class A Common Stock (46006)	Indirect
2022-02-14	Class B Common Stock	$	C	41112	Disposed		Class A Common Stock (41112)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	405766	Direct

Footnotes

F1: On February 14, 2022, Index Ventures Growth III (Jersey), L.P. ("Index Growth III") converted in the aggregate 767,042 shares of the Issuer's Class B Common Stock into 767,042 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index Growth III distributed in-kind, without consideration, 767,042 shares of Class A Common Stock pro-rata to its limited partners and its general partner, Index Venture Growth Associates III Limited ("IVGA III"), 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, IVGA III distributed in-kind, without consideration, 189,095 shares of Class A Common Stock received in the Index Growth III 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.

F2: The shares are held by Index Growth III. 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: The shares are held by IVGA III. 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.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.05 - $168.04. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.08 - $168.43. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: On February 14, 2022, Index Ventures VI (Jersey), L.P. ("Index VI") converted in the aggregate 2,279,173 shares of the Issuer's Class B Common Stock into 2,279,173 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI distributed in-kind, without consideration, 2,279,173 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 569,793 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.

F7: 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.

F8: On February 14, 2022, Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel") converted in the aggregate 46,006 shares of the Issuer's Class B Common Stock into 46,006 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI Parallel distributed in-kind, without consideration, 46,006 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 11,502 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.

F9: 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.

F10: The shares are held by IVA VI.

F11: On February 14, 2022, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 41,112 shares of the Issuer's Class B Common Stock into 41,112 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Yucca distributed in-kind, without consideration, 27,291 shares of Class A Common Stock pro-rata to its partners in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

F12: 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.

F13: Includes shares received in the distributions described in footnotes (1), (6) and (8) above.

F14: 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.