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*
Shah Shardul

(Last) (First) (Middle)
C/O DATADOG, INC., 620 8TH AVENUE,
45TH FLOOR

(Street)
NEW YORK NY 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2020
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)
Code V Amount (A) or (D) Price
Class A Common Stock 02/24/2020 S 700 D $42.7(1) 137,808 I See footnote(2)
Class A Common Stock 02/24/2020 S 3,500 D $43.97(3) 134,308 I See footnote(2)
Class A Common Stock 02/24/2020 S 63,765 D $44.98(4) 70,543 I See footnote(2)
Class A Common Stock 02/24/2020 S 800 D $45.31(5) 69,743 I See footnote(2)
Class A Common Stock 02/25/2020 S 23,401 D $43.64(6) 46,342 I See footnote(2)
Class A Common Stock 02/25/2020 S 42,142 D $44.46(7) 4,200 I See footnote(2)
Class A Common Stock 02/25/2020 S 4,200 D $45.3(8) 0 I See footnote(2)
Class A Common Stock 1 I See footnote(9)
Class A Common Stock 77,931 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On February 24, 2020, Yucca (Jersey) SLP ("Yucca") sold 700 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.50 - $43.00. 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.
2. The shares are held by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Index fund's investment in the Issuer. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to the Index funds. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
3. On February 24, 2020, Yucca sold 3,500 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.18 - $44.15. 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.
4. On February 24, 2020, Yucca sold 63,765 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.29 - $45.27. 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.
5. On February 24, 2020, Yucca sold 800 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.29 - $45.33. 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.
6. On February 25, 2020, Yucca sold 23,401 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.06 - $44.05. 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.
7. On February 25, 2020, Yucca sold 42,412 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.06 - $45.01. 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.
8. On February 25, 2020, Yucca sold 4,200 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.07 - $45.52. 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.
9. This share is held by Index Ventures VI (Jersey), L.P. ("Index VI"). The Reporting Person disclaims Section 16 beneficial ownership of this share, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of this share for Section 16 or any other purpose.
Remarks:
/s/ Shardul Shah 02/26/2020
** 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).
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