Datadog Inc.

12/02/2024 | Press release | Distributed by Public on 12/02/2024 15:33

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
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Agarwal Amit
2. Issuer Name and Ticker or Trading Symbol
Datadog, Inc. [DDOG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
C/O DATADOG, INC., 620 8TH AVENUE, 45TH FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
11/27/2024
(Street)
NEW YORK, NY 10018 		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 11/27/2024 C(1) 25,000 A $ 0 232,054 D
Class A Common Stock 11/27/2024 S(2) 9,788 D $151.3989(3) 222,266 D
Class A Common Stock 11/27/2024 S(2) 12,312 D $151.9699(4) 209,954 D
Class A Common Stock 11/27/2024 S(2) 1,400 D $153.3682(5) 208,554 D
Class A Common Stock 11/27/2024 S(2) 900 D $154.2278(6) 207,654 D
Class A Common Stock 11/27/2024 S(2) 600 D $155.0787(7) 207,054 D
Class A Common Stock 1,640 I By Trust(8)
Class A Common Stock 6,541 I By Trust(9)
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
Class B Common Stock (1) 11/27/2024 C(1) 25,000 (1) (1) Class A Common Stock 25,000 $ 0 318,728 D
Class B Common Stock (1) (1) (1) Class A Common Stock 1,056,725 1,056,725 I By Trust(8)
Class B Common Stock (1) (1) (1) Class A Common Stock 603,459 603,459 I By Trust(9)
Class B Common Stock (1) (1) (1) Class A Common Stock 59,666 59,666 I By Spouse(10)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Agarwal Amit
C/O DATADOG, INC.
620 8TH AVENUE, 45TH FLOOR
NEW YORK, NY 10018 		President

Signatures

/s/ Kerry Acocella, Attorney-in-Fact 12/02/2024
**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) 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 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.
(2) Shares sold pursuant to a 10b5-1 plan dated August 16, 2024.
(3) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $150.71 to $151.70. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(4) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $151.71 to $152.37. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(5) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $152.75 to $153.74. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(6) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $153.82 to $154.60. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(7) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $154.88 to $155.52. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(8) Shares are held directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee.
(9) Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee.
(10) Shares are held by Reporting Person's spouse.
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.