Datadog Inc.

11/13/2024 | Press release | Distributed by Public on 11/13/2024 17:47

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Jacobson Matthew
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)
(Last) (First) (Middle)
C/O ICONIQ CAPITAL, 50 BEALE ST., STE. 2300 		3. Date of Earliest Transaction (Month/Day/Year)
11/11/2024
(Street)
SAN FRANCISCO, CA 94105 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/11/2024 S 1,277 D $125.031(1) 695,086 I(2)(3)(4)(5) By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock 11/11/2024 S 2,116 D $125.031(1) 1,098,788 I(3)(4)(5)(6) By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock 11/12/2024 S 18,986 D $123.0279(7) 676,100 I(2)(3)(4)(5) By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock 11/12/2024 S 31,458 D $123.0279(7) 1,067,330 I(3)(4)(5)(6) By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock 61,843 I(3)(4)(5)(8) By ICONIQ Strategic Partners II, L.P.
Class A Common Stock 48,411 I(3)(4)(5)(9) By ICONIQ Strategic Partners II-B, L.P.
Class A Common Stock 44,387 I(3)(4)(5)(10) By ICONIQ Strategic Partners III, L.P.
Class A Common Stock 47,427 I(3)(4)(5)(11) By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock 496,742 I(3)(4)(5)(12) By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock 731,973 I(3)(4)(5)(13) By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock 696,806(14) D(14)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jacobson Matthew
C/O ICONIQ CAPITAL
50 BEALE ST., STE. 2300
SAN FRANCISCO, CA 94105 		X

Signatures

/s/ Matthew Jacobson 11/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $125.00 to $125.155. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(2) The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
(3) ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP") is the sole general partner of each of ICONIQ Strategic Partners II, L.P. ("ICONIQ II") and ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"). 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 Strategic Partners III, L.P. ("ICONIQ III") and ICONIQ Strategic Partners III-B, LP ("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 Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the general partner of ICONIQ IV GP.
(4) (continued) ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ II Parent GP and ICONIQ III Parent GP and Makan, Griffith and the Reporting Person are the sole equity holders of ICONIQ IV Parent GP and ICONIQ VI Parent GP.
(5) 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.
(6) The shares are held by ICONIQ IV-B.
(7) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $123.00 to $123.20. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(8) The shares are held by ICONIQ II.
(9) The shares are held by ICONIQ II-B.
(10) The shares are held by ICONIQ III.
(11) The shares are held by ICONIQ III-B.
(12) The shares are held by ICONIQ VI.
(13) The shares are held by ICONIQ VI-B.
(14) These shares are directly held by the Reporting Person through a trust of which he is a trustee and another estate planning trust having an independent trustee. Includes shares received in prior distributions-in-kind made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act. The Reporting Person disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.