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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pomel Olivier

(Last)

(First)

(Middle)

C/O DATADOG, INC.

620 8TH AVENUE, 45TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2019

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/23/2019		J		13,163,964⁽¹⁾	D	⁽¹⁾	0	D
Common Stock	09/23/2019		J		4,500,000⁽¹⁾	D	⁽¹⁾	0	I	See footnote⁽²⁾
Common Stock	09/23/2019		J		600,000⁽¹⁾	D	⁽¹⁾	0	I	See footnote⁽³⁾
Common Stock	09/23/2019		J		600,000⁽¹⁾	D	⁽¹⁾	0	I	See footnote⁽⁴⁾
Common Stock	09/23/2019		J		600,000⁽¹⁾	D	⁽¹⁾	0	I	See footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁶⁾	09/23/2019		J		13,163,964		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	13,163,964	$0.00	13,163,964	D
Class B Common Stock	⁽⁶⁾	09/23/2019		J		4,500,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,500,000	$0.00	4,500,000	I	See footnote⁽²⁾
Class B Common Stock	⁽⁶⁾	09/23/2019		J		600,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	600,000	$0.00	600,000	I	See footnote⁽³⁾
Class B Common Stock	⁽⁶⁾	09/23/2019		J		600,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	600,000	$0.00	600,000	I	See footnote⁽⁴⁾
Class B Common Stock	⁽⁶⁾	09/23/2019		J		600,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	600,000	$0.00	600,000	I	See footnote⁽⁵⁾
Stock Option (Right to Buy)	$0.3067	09/23/2019		J			4,507,200	⁽⁷⁾	10/27/2025	Common Stock⁽¹⁾	4,507,200	$0.00	0	D
Stock Option (Right to Buy)	$0.3067	09/23/2019		J		4,507,200		⁽⁷⁾	10/27/2025	Class B Common Stock⁽⁶⁾	4,507,200	$0.00	4,507,200	D
Stock Option (Right to Buy)	$0.9092	09/23/2019		J			1,296,000	⁽⁸⁾	10/25/2027	Common Stock⁽¹⁾	1,296,000	$0.00	0	D
Stock Option (Right to Buy)	$0.9092	09/23/2019		J		1,296,000		⁽⁸⁾	10/25/2027	Class B Common Stock⁽⁶⁾	1,296,000	$0.00	1,296,000	D
Stock Option (Right to Buy)	$10.74	09/23/2019		J			1,500,000	⁽⁹⁾	07/19/2029	Common Stock⁽¹⁾	1,500,000	$0.00	0	D
Stock Option (Right to Buy)	$10.74	09/23/2019		J		1,500,000		⁽⁹⁾	07/19/2029	Class B Common Stock⁽⁶⁾	1,500,000	$0.00	1,500,000	D

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

2. Shares are held directly by the Olivier Pomel 2018 GRAT.

3. Shares are held directly by the Pomel Descendents' 2018 Trust.

4. Shares are held directly by the Agathe Le-Quoc 2018 Trust, of which Reporting Person is Trustee.

5. Shares are held directly by the Artemis Le-Quoc 2018 Trust, of which Reporting Person is Trustee.

6. 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 nine-month anniversary of 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.

7. Fully vested and exercisable.

8. Option vests as to 25% on March 1, 2018 and in equal monthly installments thereafter over three years.

9. 1/36th of Reporting Person's options vest on the earlier of January 1, 2021 and the one-year anniversary of the Issuer's initial public offering (such date, the "Initial Vesting Date"). Thereafter, 1/36th of the options vest monthly on the same day in each month as the Initial Vesting Date. In addition, the grant agreement provides for an "early exercise" feature subject to the Issuer's right to repurchase unvested shares upon the Reporting Person's termination from the Issuer's board of directors.

Remarks:

	Olivier Pomel, by /s/ Ron A. Metzger, Attorney-in-Fact	09/23/2019
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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