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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^*

Jacobson Matthew

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(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)
09/14/2021

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)
Class A Common Stock	09/14/2021		C⁽¹⁾		1,863,633	A	$0.00⁽¹⁾	1,980,111	I	See footnotes⁽²⁾⁽¹³⁾⁽¹⁴⁾
Class A Common Stock	09/14/2021		C⁽³⁾		1,458,845	A	$0.00⁽³⁾	1,550,022	I	See footnotes⁽⁴⁾⁽¹³⁾⁽¹⁴⁾
Class A Common Stock	09/14/2021		C⁽⁵⁾		677,522	A	$0.00⁽⁵⁾	719,867	I	See footnotes⁽⁶⁾⁽¹³⁾⁽¹⁴⁾
Class A Common Stock	09/14/2021		C⁽⁷⁾		374,484	A	$0.00⁽⁷⁾	573,984	I	See footnotes⁽⁸⁾⁽¹³⁾⁽¹⁴⁾
Class A Common Stock	09/14/2021		C⁽⁹⁾		620,477	A	$0.00⁽⁹⁾	945,977	I	See footnotes⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾
Class A Common Stock								408,849	I	See footnotes⁽¹¹⁾⁽¹³⁾⁽¹⁴⁾
Class A Common Stock								436,857	I	See footnotes⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class A Common Stock								166,671	D⁽¹⁵⁾

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	⁽¹⁾	09/14/2021		C⁽¹⁾			1,863,633	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	1,863,633	$0.00	4,927,187	I	See footnotes⁽²⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽³⁾	09/14/2021		C⁽³⁾			1,458,845	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	1,458,845	$0.00	3,856,988	I	See footnotes⁽⁴⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽⁵⁾	09/14/2021		C⁽⁵⁾			677,522	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	677,522	$0.00	1,791,277	I	See footnotes⁽⁶⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽⁷⁾	09/14/2021		C⁽⁷⁾			374,484	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	374,484	$0.00	1,515,942	I	See footnotes⁽⁸⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽⁹⁾	09/14/2021		C⁽⁹⁾			620,477	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	620,477	$0.00	2,463,904	I	See footnotes⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾

Explanation of Responses:

1. On September 14, 2021, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") converted in the aggregate 1,863,633 shares of the Issuer's Class B Common Stock into 1,863,633 shares of the Issuer's Class A Common Stock.

2. The shares are held by ICONIQ II.

3. On September 14, 2021, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") converted in the aggregate 1,458,845 shares of the Issuer's Class B Common Stock into 1,458,845 shares of the Issuer's Class A Common Stock.

4. The shares are held by ICONIQ II-B.

5. On September 14, 2021, ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest") converted in the aggregate 677,522 shares of the Issuer's Class B Common Stock into 677,522 shares of the Issuer's Class A Common Stock.

6. The shares are held by ICONIQ II Co-Invest.

7. On September 14, 2021, ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") converted in the aggregate 374,484 shares of the Issuer's Class B Common Stock into 374,484 shares of the Issuer's Class A Common Stock.

8. The shares are held by ICONIQ IV.

9. On September 14, 2021, ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") converted in the aggregate 620,477 shares of the Issuer's Class B Common Stock into 620,477 shares of the Issuer's Class A Common Stock.

10. The shares are held by ICONIQ IV-B.

11. The shares are held by ICONIQ Strategic Partners III, LP ("ICONIQ III").

12. The shares are held by ICONIQ Strategic Partners III-B, LP ("ICONIQ III-B").

13. 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.

14. 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.

15. These shares are directly held by the Reporting Person through a trust of which he is a trustee.

16. 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.

Remarks:

	/s/ Matthew Jacobson	09/16/2021
	** 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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