Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-20-011255
Date:2020-04-21
Issuer: DATADOG, INC. (DDOG)
Original Submission Date:

Reporting Person:

JACOBSON MATTHEW
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 f12 indirect f2,f11,f12
CLASS A COMMON STOCK 2020-04-21 C 1,434,374 a $0.00 2,007,566 f12 indirect f4,f11,f12
CLASS A COMMON STOCK 2020-04-21 C 666,158 a $0.00 927,826 f12 indirect f6,f11,f12
CLASS A COMMON STOCK 2020-04-21 C 408,849 a $0.00 408,849 f12 indirect f8,f11,f12
CLASS A COMMON STOCK 2020-04-21 C 436,857 a $0.00 436,857 f12 indirect f10,f11,f12
CLASS A COMMON STOCK 2020-04-21 0 $0.00 2,191 f14 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 indirect see footnotes
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 indirect see footnotes
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 indirect see footnotes
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 indirect see footnotes
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 indirect see footnotes
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 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. 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.
f12 the reporting person is a general partner and a managing director at iconiq capital. 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.
f13 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.
f14 these shares are directly held by the reporting person through family trust(s) that he controls.
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