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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^*

Index Ventures VI (Jersey) LP

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(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)

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

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)

	Form filed by One Reporting Person
X	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⁽¹⁾		853,776	D	$0.00	0	D⁽²⁾
Common Stock	09/23/2019		J⁽¹⁾		13,002	D	$0.00	0	D⁽³⁾

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	⁽⁴⁾	09/23/2019		J⁽¹⁾		853,776		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	853,776	$0.00	853,776	D⁽²⁾
Class B Common Stock	⁽⁴⁾	09/23/2019		J⁽¹⁾		13,002		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	13,002	$0.00	13,002	D⁽³⁾
Series Seed Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			2,897,346	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	2,897,346	$0.00	0	D⁽²⁾
Series B Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			221,328	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	221,328	$0.00	0	D⁽²⁾
Series C Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			835,680	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	835,680	$0.00	0	D⁽²⁾
Series D Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			8,288,724	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	8,288,724	$0.00	0	D⁽²⁾
Class B Common Stock	⁽⁴⁾	09/23/2019		J⁽⁵⁾		12,243,078		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	13,096,854	$0.00	13,096,854	D⁽²⁾
Series A Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			19,356,168	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	19,356,168	$0.00	0	D⁽⁶⁾
Series B Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			7,259,472	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	7,259,472	$0.00	0	D⁽⁶⁾
Series C Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			10,949,568	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	10,949,568	$0.00	0	D⁽⁶⁾
Series D Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			1,350,528	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	1,350,528	$0.00	0	D⁽⁶⁾
Class B Common Stock	⁽⁴⁾	09/23/2019		J⁽⁵⁾		38,915,736		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	38,915,736	$0.00	38,915,736	D⁽⁶⁾
Series A Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			390,708	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	390,708	$0.00	0	D⁽⁷⁾
Series B Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			146,532	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	146,532	$0.00	0	D⁽⁷⁾
Series C Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			221,016	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	221,016	$0.00	0	D⁽⁷⁾
Series D Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			27,264	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	27,264	$0.00	0	D⁽⁷⁾
Class B Common Stock	⁽⁴⁾	09/23/2019		J⁽⁵⁾		785,520		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	785,520	$0.00	785,520	D⁽⁷⁾
Series Seed Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			44,121	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	44,121	$0.00	0	D⁽³⁾
Series A Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			249,960	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	249,960	$0.00	0	D⁽³⁾
Series B Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			97,104	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	97,104	$0.00	0	D⁽³⁾
Series C Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			154,128	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	154,128	$0.00	0	D⁽³⁾
Series D Preferred Stock	⁽⁵⁾	09/23/2019		C⁽⁵⁾			143,652	⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	143,652	$0.00	0	D⁽³⁾
Class B Common Stock	⁽⁴⁾	09/23/2019		J⁽⁵⁾		688,965		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	701,967	$0.00	701,967	D⁽³⁾

1. Name and Address of Reporting Person^*

Index Ventures VI (Jersey) LP

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Index Ventures Growth III (Jersey), L.P.

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Yucca (Jersey) SLP

(Last)

(First)

(Middle)

44 THE ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Index Venture Growth Associates III Ltd

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Index Venture Associates VI Ltd

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

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. The shares are held by Index Ventures Growth III (Jersey), L.P. ("Index Growth III"). Index Venture Growth Associates III Limited ("IVGA III") is the managing general partner of Index Growth III and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

3. The shares are held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth III, Index VI and Index VI Parallel). Each of IVGA III and IVA VI disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

4. 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.

5. All shares of Preferred Stock automatically converted into Common Stock on a 1:1 basis and were reclassified into shares of Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

6. The shares are held by Index Ventures VI (Jersey), L.P. ("Index VI"). Index Venture Associates VI Limited ("IVA VI") is the managing general partner of Index VI and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

7. The shares are held by Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel"). IVA VI is the managing general partner of Index VI Parallel and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

Remarks:

	Index Ventures VI (Jersey) LP, By: Index Venture Associates VI Limited, as Managing General Partner, By: /s/ Nigel Greenwood, Its: Director	09/23/2019
	Index Ventures Growth III (Jersey), LP, By: Index Venture Growth Associates III Limited, as Managing General Partner, By: /s/ Sinead Meehan, Its: Director	09/23/2019
	Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP, By: Index Venture Associates VI Limited, as Managing General Partner, By: /s/ Nigel Greenwood, Its: Director	09/23/2019
	Yucca (Jersey) SLP, By: Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Sarah Earles, /s/ Luke Aubert, Its: Authorized Signatories	09/23/2019
	Index Venture Growth Associates III Limited, By: /s/ Sinead Meehan, Its: Director	09/23/2019
	Index Venture Associates VI Limited, By: /s/ Nigel Greenwood, Its: Director	09/23/2019
	** Signature of Reporting Person	Date
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