Datadog, Inc. — Director's Dealing 2023

Aug 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Datadog, Inc. (DDOG)
CIK: 0001561550
Period of Report: 2023-08-17

Reporting Person: Agarwal Amit (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-17	Common A Common Stock	C	124000	$10.74	Acquired	393141	Direct
2023-08-17	Common A Common Stock	S	104486	$90.0868	Disposed	288655	Direct
2023-08-17	Common A Common Stock	S	19514	$90.5201	Disposed	269141	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-17	Stock Option (Right to Buy)	$10.74	M	200000	Disposed	2029-07-19	Class B Common Stock (200000)	Direct
2023-08-17	Class B Common Stock	$	M	200000	Acquired		Class A Common Stock (200000)	Direct
2023-08-17	Class B Common Stock	$	C	124000	Disposed		Class A Common Stock (124000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common A Common Stock	1640	Indirect
Common A Common Stock	6541	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock ()	603459	Indirect
Class B Common Stock	$		Class A Common Stock ()	1056725	Indirect
Class B Common Stock	$		Class A Common Stock ()	95666	Indirect

Footnotes

F1: 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.

F2: Shares sold pursuant to a 10b5-1 plan entered into on May 15, 2023.

F3: Price reported is a weighted-average sales price. The shares were sold at prices ranging from $89.43 to $90.42. 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 $90.43 to $90.82. 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: Shares are held directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee.

F6: Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee.

F7: 15% of Reporting Person's options vested on September 19, 2020 (the "Initial Vesting Date"). Thereafter, the remaining 85% of Reporting Person's options vest monthly in equal installments on the same day in each month as the Initial Vesting Date for 35 months, subject to the Reporting Person remaining in Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan) of the Issuer as of each such date.

F8: Shares are held by Reporting Person's spouse.