Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-20-011252
Date:2020-04-21
Issuer: DATADOG, INC. (DDOG)
Original Submission Date:

Reporting Person:

ICONIQ STRATEGIC PARTNERS II, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS II-B, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS II CO-INVEST, L.P., DD SERIES
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS II GP, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS II TT GP, LTD
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS III, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS III-B, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS III GP, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS III TT GP, LTD.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-04-21 C 1,832,371 a $0.00 2,564,608 f14 direct
CLASS A COMMON STOCK 2020-04-21 C 1,434,374 a $0.00 2,007,566 f14 direct
CLASS A COMMON STOCK 2020-04-21 C 666,158 a $0.00 927,826 f14 direct
CLASS A COMMON STOCK 2020-04-21 C 408,849 a $0.00 408,849 f14 direct
CLASS A COMMON STOCK 2020-04-21 C 436,857 a $0.00 436,857 f14 direct
CLASS A COMMON STOCK 2020-04-21 0 $0.00 199,500 f15 direct
CLASS A COMMON STOCK 2020-04-21 0 $0.00 325,500 f15 direct
CLASS A COMMON STOCK 2020-04-21 0 $0.00 16,104 f17 direct
CLASS A COMMON STOCK 2020-04-21 0 $0.00 16,104 f18 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2020-04-21 deemed execution date C 1,832,371 (d) class a common stock 1,832,371 $0.00 8,069,954 direct
CLASS B COMMON STOCK 0.0 2020-04-21 deemed execution date C 1,434,374 (d) class a common stock 1,434,374 $0.00 6,317,135 direct
CLASS B COMMON STOCK 0.0 2020-04-21 deemed execution date C 666,158 (d) class a common stock 666,158 $0.00 2,938,363 direct
CLASS B COMMON STOCK 0.0 2020-04-21 deemed execution date C 408,849 (d) class a common stock 408,849 $0.00 0 direct
CLASS B COMMON STOCK 0.0 2020-04-21 deemed execution date C 436,857 (d) class a common stock 436,857 $0.00 0 direct
CLASS B COMMON STOCK 0.0 2020-04-21 deemed execution date 0 ( ) class a common stock 1,890,426 $0.00 1,890,426 direct
CLASS B COMMON STOCK 0.0 2020-04-21 deemed execution date 0 ( ) class a common stock 3,084,381 $0.00 3,084,381 direct
Footnotes
IDfootnote
f1 on april 21, 2020, iconiq strategic partners ii, lp ("iconiq ii") converted in the aggregate 1,832,371 shares of the issuer's class b common stock into 1,832,371 shares of the issuer's class a common stock.
f2 the shares are held by iconiq ii.
f3 on april 21, 2020, iconiq strategic partners ii-b, lp ("iconiq ii-b") converted in the aggregate 1,434,374 shares of the issuer's class b common stock into 1,434,374 shares of the issuer's class a common stock.
f4 the shares are held by iconiq ii-b.
f5 on april 21, 2020, iconiq strategic partners ii co-invest, l.p., dd series ("iconiq ii co-invest") converted in the aggregate 666,158 shares of the issuer's class b common stock into 666,158 shares of the issuer's class a common stock.
f6 the shares are held by iconiq ii co-invest.
f7 on april 21, 2020, iconiq strategic partners iii, lp ("iconiq iii") converted in the aggregate 408,849 shares of the issuer's class b common stock into 408,849 shares of the issuer's class a common stock.
f8 the shares are held by iconiq iii.
f9 on april 21, 2020, iconiq strategic partners iii-b, lp ("iconiq iii-b") converted in the aggregate 436,857 shares of the issuer's class b common stock into 436,857 shares of the issuer's class a common stock.
f10 the shares are held by iconiq iii-b.
f11 the shares are held by iconiq strategic partners iv, l.p. ("iconiq iv").
f12 the shares are held by iconiq strategic partners iv-b, l.p. ("iconiq iv-b").
f13 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, iconiq iii parent gp and iconiq iv parent gp.
f14 each of iconiq ii gp, iconiq iii gp, iconiq ii parent gp, iconiq iii parent gp, makan and griffith 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 its or his pecuniary interest therein, if any. this report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of section 16 of the exchange act, or for any other purpose.
f15 each of iconiq iv gp, iconiq iv parent gp, makan and griffith disclaims beneficial ownership of the securities reported herein for purposes of section 16 and the exchange act, except to the extent of its or his pecuniary interest therein, if any. this report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of section 16 of the exchange act, or for any other purpose.
f16 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.
f17 these shares are directly held by makan through family trust(s) that he controls. makan disclaims beneficial ownership of the securities reported herein for purposes of section 16 of the exchange act, except to the extent of its or his pecuniary interest therein, if any. this report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of section 16 of the exchange act, or for any other purpose.
f18 these shares are directly held by griffith through family trust(s) that he controls. griffith disclaims beneficial ownership of the securities reported herein for purposes of section 16 of the exchange act, except to the extent of its or his pecuniary interest therein, if any. this report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of section 16 of the exchange act, or for any other purpose.
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