Datadog, Inc. — Major Shareholding Notification 2020

Feb 13, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Datadog, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

23804L103

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 23804L103 13G/A Page 2 of 7 Pages

| 1 | NAMES OF
REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fifth Street Station LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒ (1) | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1, 761,864 |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 1, 761,864 |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1, 761,864 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 6.4 % ( 2 ) | |
| 12 | TYPE OF REPORTING PERSON OO | |

(1) This Schedule 13G/A is filed by Fifth Street Station LLC (“ Fifth Street ”), Palouse Investment Management Inc. (“ Palouse Management ”) and Palouse Investment LLC (“ Palouse ” and, together with Fifth Street and Palouse Management, the “ Reporting Persons ”). Fifth Street and Palouse Management share common officers. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2) Based on 27,600,000 shares of Class A common stock of Datadog, Inc. (the “ Company ”) outstanding as of November 6, 2019, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the Securities and Exchange Commission (the “ SEC ”) on November 13, 2019.

CUSIP No. 23804L103 13G/A Page 3 of 7 Pages

| 1 | NAMES OF
REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Palouse Investment Management Inc. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Washington | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 53,457 |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 53,457 |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,457 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.2 % (2) | |
| 12 | TYPE OF REPORTING PERSON CO | |

(1) Palouse Management has sole voting and dispositive power over the 53,457 shares held of record by Palouse (the “ Palouse Shares ”). Palouse Management is the manager of Palouse, which is the record holder of the Palouse Shares. Palouse Management is not a record holder of the Palouse Shares and disclaims beneficial ownership of the Palouse Shares, except to the extent of its pecuniary interest therein.

(2) Based on 27,600,000 shares of Class A common stock of the Company outstanding as of November 6, 2019, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the SEC on November 13, 2019.

CUSIP No. 23804L103 13G/A Page 4 of 7 Pages

| 1 | NAMES OF
REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Palouse Investment LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,457 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.2 % (2) | |
| 12 | TYPE OF REPORTING PERSON OO | |

(1) Palouse is the record holder of the Palouse Shares. Palouse is managed by Palouse Management. Palouse Management has sole voting and dispositive power over the Palouse Shares. Palouse Management is not the record holder of the Palouse Shares and disclaims beneficial ownership of the Palouse Shares, except to the extent of its pecuniary interest therein.

(2) Based on 27,600,000 shares of Class A common stock of the Company outstanding as of November 6, 2019, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the SEC on November 13, 2019.

CUSIP No. 23804L103 13G/A Page 5 of 7 Pages

Item 1(a)	Name of Issuer :
	Datadog, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices :
	620 8 th Avenue, 45 th Floor, New York, NY 10018
Item 2(a)	Name of Person Filing :
	(i) Fifth Street Station LLC (“ Fifth Street ”)
	(ii)  Palouse Investment Management Inc. (“ Palouse
Management ”)
	(iii)  Palouse Investment LLC (“ Palouse ”)
Item 2(b)	Address of Principal Business Office or, If None, Residence:
	(i) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104
	(ii)  505 Fifth Avenue South, Suite 900, Seattle, WA 98104
	(iii)  505 Fifth Avenue South, Suite 900, Seattle, WA 98104
Item 2(c)	Citizenship :
	(i) Delaware
	(ii)  Washington
	(iii)  Delaware
Item 2(d)	Title of Class of Securities :
	Common Stock, $0.00001 par value per share
Item 2(e)	CUSIP Number :
	23804L103
Item 3.	If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a :
	(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
	(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e) ☐ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
	(f) ☐ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
	(g) ☐ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
	(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j) ☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
	(k) ☐ Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. 23804L103 13G/A Page 6 of 7 Pages

	Not applicable.
Item 4.	Ownership

	Sole — Voting	Shared — Voting	Sole — Dispositive	Shared — Dispositive	Beneficial	Percentage
Reporting Person	Power	Power	Power	Power	Ownership	of Class*
Fifth Street	1,761,864	0	1,761,864	0	1,761,864	6.4 %
Palouse Management	53,457	0	53,457	0	53,457	0.2 %
Palouse	0	0	0	0	53,457	0.2 %

| | Palouse Management has sole voting and dispositive power over the 53,457 shares held of record by Palouse. Palouse Management is the manager of Palouse, which is the record holder of the Palouse Shares. Palouse Management is not a
record holder of the Palouse Shares and disclaims beneficial ownership of the Palouse Shares, except to the extent of its pecuniary interest therein. |
| --- | --- |
| | *  Based on 27,600,000 shares of Class A common stock of the Company outstanding as of
November 6, 2019, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the SEC on November 13, 2019. |
| Item 5. | Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner or more than five
percent of the class of securities, check the following box: ☐ |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
| | Not applicable. |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
| | Not applicable. |
| Item 8. | Identification and Classification of Members of the Group |
| | Not applicable. |
| Item 9. | Notice of Dissolution of Group |
| | Not applicable. |
| Item 10. | Certifications |
| | Not applicable. |

CUSIP No. 23804L103 13G/A Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2020	FIFTH STREET STATION LLC
	By:	/s/ Chris Orndorff
	Name:	Chris Orndorff
	Title:	Vice President
Dated: February 12, 2020	PALOUSE INVESTMENT MANAGEMENT INC.
	By:	/s/ Chris Orndorff
	Name:	Chris Orndorff
	Title:	Vice President
Dated: February 12, 2020	PALOUSE INVESTMENT LLC
	By Palouse Investment Management Inc., its Manager
	By:	/s/ Chris Orndorff
	Name:	Chris Orndorff
	Title:	Vice President

EXHIBIT INDEX

Exhibit	Title
99.1	Joint Filing Agreement dated February 12, 2020 among the Reporting Persons