ICONIQ Strategic Partners II TT GP Form 4 Datadog / Strategic Partners II Co-Invest, L.P., DD Series ICONIQ 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/10/2019		C(1)		1,431,099	A	$0.00(1)	1,431,099	D(2)(7)(8)
Class A Common Stock	12/10/2019		C(3)		1,120,259	A	$0.00(3)	1,120,259	D(4)(7)(8)
Class A Common Stock	12/10/2019		C(5)		515,739	A	$0.00(5)	515,739	D(6)(7)(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	12/10/2019		C(1)			1,431,099	(9)	(9)	Class A Common Stock	1,431,099	$0.00	9,902,325	D(2)(7)(8)
Class B Common Stock	(3)	12/10/2019		C(3)			1,120,259	(9)	(9)	Class A Common Stock	1,120,259	$0.00	7,751,509	D(4)(7)(8)
Class B Common Stock	(5)	12/10/2019		C(5)			515,739	(9)	(9)	Class A Common Stock	515,739	$0.00	3,604,521	D(6)(7)(8)

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II-B, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II Co-Invest, L.P., DD Series

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II GP, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II TT GP, Ltd

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Makan Divesh

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Griffith William J.G.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. On December 10, 2019, ICONIQ Strategic Partners II, LP ("ICONIQ II") converted in the aggregate 1,431,099 shares of the Issuer's Class B Common Stock into 1,431,099 shares of the Issuer's Class A Common Stock.

2. The shares are held by ICONIQ II.

3. On December 10, 2019, ICONIQ Strategic Partners II-B, LP ("ICONIQ II-B") converted in the aggregate 1,120,259 shares of the Issuer's Class B Common Stock into 1,120,259 shares of the Issuer's Class A Common Stock.

4. The shares are held by ICONIQ II-B.

5. On December 10, 2019, ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest") converted in the aggregate 515,739 shares of the Issuer's Class B Common Stock into 515,739 shares of the Issuer's Class A Common Stock.

6. The shares are held by ICONIQ II Co-Invest.

7. Iconiq Strategic Partners GP II, L.P. ("ICONIQ GP II") 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 Parent GP II") is the sole general partner of ICONIQ GP II. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP II.

8. Each of ICONIQ GP II, ICONIQ Parent GP II, 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.

9. 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:

	ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., its General Partner, By: ICONIQ Strategic Partners II TT GP, Ltd, its General Partner, By: Kevin Foster, Title: Sr. Vice President, /s/ Kevin Foster	12/12/2019
	ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., its General Partner, By: ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster	12/12/2019
	ICONIQ Strategic Partners II Co-Invest, L.P., a Delaware series limited partnership, DD Series, By: ICONIQ Strategic Partners II GP, L.P., its General Partner, By: ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster	12/12/2019
	ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster	12/12/2019
	ICONIQ Strategic Partners II TT GP, Ltd., /s/ Kevin Foster	12/12/2019
	Divesh Makan, /s/ Divesh Makan	12/12/2019
	William J.G. Griffith, /s/ William J.G. Griffith	12/12/2019
	** 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.
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 Number.