Datadog Form 4 / Shardul Shah ownership change

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^*

Shah Shardul

(Last)

(First)

(Middle)

C/O DATADOG, INC.

620 8TH AVENUE, 45TH FLOOR

(Street)

NEW YORK

10018

(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)
11/23/2021

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	11/23/2021		C⁽¹⁾		636,482	A	$0.00⁽¹⁾	636,482	I	See Footnote⁽²⁾
Class A Common Stock	11/23/2021		J⁽¹⁾		636,482	D	$0.00⁽¹⁾	0	I	See Footnote⁽²⁾
Class A Common Stock	11/23/2021		J⁽¹⁾		157,084	D	$0.00⁽¹⁾	2,037	I	See Footnote⁽³⁾
Class A Common Stock	11/23/2021		S		2,037	D	$178	0	I	See Footnote⁽³⁾
Class A Common Stock	11/23/2021		C⁽⁴⁾		1,891,229	A	$0.00⁽⁴⁾	1,891,229	I	See Footnote⁽⁵⁾
Class A Common Stock	11/23/2021		J⁽⁴⁾		1,891,229	D	$0.00⁽⁴⁾	0	I	See Footnote⁽⁵⁾
Class A Common Stock	11/23/2021		C⁽⁶⁾		38,175	A	$0.00⁽⁶⁾	38,175	I	See Footnote⁽⁷⁾
Class A Common Stock	11/23/2021		J⁽⁶⁾		38,175	D	$0.00⁽⁶⁾	0	I	See Footnote⁽⁷⁾
Class A Common Stock	11/23/2021		J⁽⁴⁾⁽⁶⁾		482,351	D	$0.00⁽⁴⁾⁽⁶⁾	0	I	See Footnote⁽⁸⁾
Class A Common Stock	11/23/2021		C⁽⁹⁾		34,114	A	$0.00⁽⁹⁾	34,114	I	See Footnote⁽¹⁰⁾
Class A Common Stock	11/23/2021		J⁽⁹⁾		22,645	D	$0.00⁽⁹⁾	11,469	I	See Footnote⁽¹⁰⁾
Class A Common Stock	11/23/2021		S		11,469	D	$178	0	I	See Footnote⁽¹⁰⁾
Class A Common Stock								371,008⁽¹¹⁾	D

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	⁽¹²⁾	11/23/2021		C⁽¹⁾			636,482	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	636,482	$0.00	2,301,125	I	See Footnote⁽²⁾
Class B Common Stock	⁽¹²⁾	11/23/2021		C⁽⁴⁾			1,891,229	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	1,891,229	$0.00	6,837,523	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽¹²⁾	11/23/2021		C⁽⁶⁾			38,175	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	38,175	$0.00	138,017	I	See Footnote⁽⁷⁾
Class B Common Stock	⁽¹²⁾	11/23/2021		C⁽⁹⁾			34,114	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	34,114	$0.00	123,335	I	See Footnote⁽¹⁰⁾

Explanation of Responses:

1. On November 23, 2021, Index Ventures Growth III (Jersey), L.P. ("Index Growth III") converted in the aggregate 636,482 shares of the Issuer's Class B Common Stock into 636,482 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index Growth III distributed in-kind, without consideration, 636,482 shares of Class A Common Stock pro-rata to its limited partners and its general partner, Index Venture Growth Associates III Limited ("IVGA III"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVGA III distributed in-kind, without consideration, 157,084 shares of Class A Common Stock received in the Index Growth III distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

2. The shares are held by Index Growth III. IVGA III is the general partner of Index Growth III. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index Growth III, Index Ventures VI (Jersey) L.P. ("Index VI"), and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel" and together with Index Growth III and Index VI, the "Funds"). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

3. The shares are held by IVGA III. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

4. On November 23, 2021, Index Ventures VI (Jersey), L.P. ("Index VI") converted in the aggregate 1,891,229 shares of the Issuer's Class B Common Stock into 1,891,229 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI distributed in-kind, without consideration, 1,891,229 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Index Venture Associates VI Limited ("IVA VI"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVA VI distributed in-kind, without consideration, the 472,807 shares of Class A Common Stock received in the Index VI distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

5. The shares are held by Index VI. IVA VI is the general partner of Index VI. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

6. On November 23, 2021, Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel") converted in the aggregate 38,175 shares of the Issuer's Class B Common Stock into 38,175 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI Parallel distributed in-kind, without consideration, 38,175 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, IVA VI, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVA VI distributed in-kind, without consideration, the 9,544 shares of Class A Common Stock received in the Index VI Parallel distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

7. The shares are held by Index VI Parallel. IVA VI is the general partner of Index VI Parallel. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

8. The shares are held by IVA VI.

9. On November 23, 2021, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 34,114 shares of the Issuer's Class B Common Stock into 34,114 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Yucca distributed in-kind, without consideration, 22,645 shares of Class A Common Stock pro-rata to its partners in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

10. The shares are held by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the Issuer (in this case, Index Growth III, Index VI and Index VI Parallel). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

11. Includes shares received in the distributions described in footnotes (1), (4) and (6) above.

12. 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/ Shardul Shah	11/24/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Datadog (DDOG) Form 4Datadog / Shardul Shah ownership change