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Filing Details

Accession Number:: 0000899243-20-033091
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-12-08 21:50:46
Reporting Period:: 2020-12-04

Accepted Time:: 2020-12-08 21:50:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1561550	Datadog Inc.	DDOG	Services-Prepackaged Software (7372)	272825503

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1783518	Matthew Jacobson	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2020-12-04	1,048,293	$0.00	118,591	No	4	J	Indirect	See footnotes
Class A Common Stock	Disposition	2020-12-04	820,601	$0.00	92,831	No	4	J	Indirect	See footnotes
Class A Common Stock	Disposition	2020-12-04	379,668	$0.00	40,016	No	4	J	Indirect	See footnotes
Class A Common Stock	Acquisiton	2020-12-04	47,379	$0.00	108,956	No	4	J	Direct
Class A Common Stock	Acquisiton	2020-12-08	1,279,134	$0.00	1,397,725	No	4	C	Indirect	See footnotes
Class A Common Stock	Acquisiton	2020-12-08	1,001,302	$0.00	1,094,133	No	4	C	Indirect	See footnotes
Class A Common Stock	Acquisiton	2020-12-08	469,564	$0.00	509,580	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2020-12-08	90	$96.70	509,490	No	4	S	Indirect	See footnotes
Class A Common Stock	Disposition	2020-12-08	532	$97.76	508,958	No	4	S	Indirect	See footnotes
Class A Common Stock	Disposition	2020-12-08	746	$98.64	508,212	No	4	S	Indirect	See footnotes
Class A Common Stock	Disposition	2020-12-08	70	$99.53	508,142	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	J	Direct
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2020-12-08	1,279,134	$0.00	1,279,134	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2020-12-08	1,001,302	$0.00	1,001,302	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2020-12-08	469,564	$0.00	469,564	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,790,820	No	4	C	Indirect
5,315,833	No	4	C	Indirect
2,468,799	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	408,849	Indirect	See footnotes
Class A Common Stock	436,857	Indirect	See footnotes
Class A Common Stock	199,500	Indirect	See footnotes
Class A Common Stock	325,500	Indirect	See footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			1,890,426	1,890,426	Indirect
Class A Common Stock	Class B Common Stock	$0.00			3,084,381	3,084,381	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	1,890,426	1,890,426	Indirect
	3,084,381	3,084,381	Indirect

Footnotes

On December 4, 2020, ICONIQ Strategic Partners II, LP ("ICONIQ II") distributed, for no consideration, in the aggregate 1,048,293 shares of the Issuer's Class A Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
The shares are held by ICONIQ II.
On December 4, 2020, ICONIQ Strategic Partners II-B, LP ("ICONIQ II-B") distributed, for no consideration, in the aggregate 820,601 shares of the Issuer's Class A Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
The shares are held by ICONIQ II-B.
On December 4, 2020, ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest") distributed, for no consideration, in the aggregate 379,668 shares of the Issuer's Class A Common Stock (the "ICONIQ II Co-Invest Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Co-Invest Shares it received in the distribution by ICONIQ II Co-Invest to its partners, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
The shares are held by ICONIQ II Co-Invest.
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 and directors of ICONIQ II Parent GP and ICONIQ III Parent GP and Makan, Griffith and Matthew Jacobson are the sole equity holders and directors of ICONIQ IV Parent GP.
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.
These shares are directly held by the Reporting Person through a trust of which he is a trustee. Includes ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (3) and (5) above as well as prior distributions.
On December 8, 2020, ICONIQ II converted in the aggregate 1,279,134 shares of the Issuer's Class B Common Stock into 1,279,134 shares of the Issuer's Class A Common Stock.
On December 8, 2020, ICONIQ II-B converted in the aggregate 1,001,302 shares of the Issuer's Class B Common Stock into 1,001,302 shares of the Issuer's Class A Common Stock.
On December 8, 2020, ICONIQ II Co-Invest converted in the aggregate 469,564 shares of the Issuer's Class B Common Stock into 469,564 shares of the Issuer's Class A Common Stock.
The shares are held by ICONIQ Strategic Partners III, LP ("ICONIQ III").
The shares are held by ICONIQ Strategic Partners III-B, LP ("ICONIQ III-B").
The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.23 - $97.22. 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.
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.23 - $98.22. 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.
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.23 - $99.22. 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.
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.23 - $100.03. 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.
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.