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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

OpenView Management, LLC

(Last)

(First)

(Middle)

303 CONGRESS STREET, 7TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2019

3. Issuer Name and Ticker or Trading Symbol
Datadog, Inc. [ DDOG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	FN⁽¹⁾⁽²⁾	25,115,388	⁽¹⁾	D⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	FN⁽¹⁾⁽²⁾	10,070,100	⁽¹⁾	D⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	FN⁽¹⁾⁽²⁾	5,622,792	⁽¹⁾	D⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	FN⁽¹⁾⁽²⁾	981,396	⁽¹⁾	D⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	FN⁽¹⁾⁽²⁾	393,492	⁽¹⁾	D⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	FN⁽¹⁾⁽²⁾	219,708	⁽¹⁾	D⁽⁴⁾

1. Name and Address of Reporting Person^*

OpenView Management, LLC

(Last)

(First)

(Middle)

303 CONGRESS STREET, 7TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OpenView General Partner III, L.P.

(Last)

(First)

(Middle)

303 CONGRESS STREET, 7TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OpenView Affiliates Fund III, L.P.

(Last)

(First)

(Middle)

303 CONGRESS STREET, 7TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OpenView Venture Partners III, L.P.

(Last)

(First)

(Middle)

303 CONGRESS STREET, 7TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Explanation of Responses:

1. The Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, (1) all shares of Preferred Stock will be automatically converted into shares of Common Stock on a 1:1 basis and (2) all shares of Common Stock shall then be reclassified into one share of Class B Common Stock on a 1:1 basis.

2. After the completion of the Issuer's initial public offering, on any transfer of shares of Class B common stock, whether or not for value, each such transferred share will automatically convert into one share of Class A common stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation, including transfers for tax and estate planning purposes, so long as the transferring holder continues to hold sole voting and dispositive power with respect to the shares transferred. Additionally, the shares of Class B common stock will convert automatically into Class A common stock, on a 1:1 basis, upon the tenth anniversary of the Issuer's initial public offering.

3. The securities are held by OpenView Venture Partners III, L.P. ("OVP III LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner III, L.P. ("OGP III LP"), which is the general partner of OVP III LP. Each of OVM LLC and OGP III LP disclaims beneficial ownership of all the shares held by OVP III LP except to the extent, if any, of its pecuniary interest therein and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

4. The securities are held by OpenView Affiliates Fund III, L.P. ("OAF III LP"). OGP III LP is the general partner of OAF III LP. Each of OVM LLC and OGP III LP disclaims beneficial ownership of all the shares held by OAF III LP except to the extent, if any, of its pecuniary interest therein and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Rufus King, Chief Legal Officer of OpenView Management, LLC	09/18/2019
	/s/ Rufus King, Chief Legal Officer of OpenView Management, LLC, the general partner of OpenView General Partner III, L.P.	09/18/2019
	/s/ Rufus King, Chief Legal Officer of OpenView Management, LLC, the general partner of OpenView General Partner III, L.P., the general partner of OpenView Affiliates Fund III, L.P.	09/18/2019
	/s/ Rufus King, Chief Legal Officer of OpenView Management, LLC, the general partner of OpenView General Partner III, L.P., the general partner of OpenView Venture Partners III, L.P.	09/18/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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