| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Datadog, Inc. [ DDOG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/03/2025 | C(1) | 85,637 | A | $0.3067 | 410,415 | D | |||
| Class A Common Stock | 02/03/2025 | C(1) | 30,780 | A | $0.9092 | 441,195 | D | |||
| Class A Common Stock | 02/03/2025 | C(1) | 10,688 | A | $10.74 | 451,883 | D | |||
| Class A Common Stock | 02/03/2025 | S(2) | 12,214 | D | $141.2443(3) | 439,669 | D | |||
| Class A Common Stock | 02/03/2025 | S(2) | 35,143 | D | $142.0863(4) | 404,526 | D | |||
| Class A Common Stock | 02/03/2025 | S(2) | 61,361 | D | $143.1667(5) | 343,165 | D | |||
| Class A Common Stock | 02/03/2025 | S(2) | 18,387 | D | $143.8427(6) | 324,778 | D | |||
| Class A Common Stock | 99 | I | By Trust(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $0.3067 | 02/03/2025 | M | 150,240 | (8) | 10/27/2025 | Class B Common Stock | 150,240 | $0 | 600,960 | D | ||||
| Class B Common Stock | (1) | 02/03/2025 | M | 150,240 | (1) | (1) | Class A Common Stock | 150,240 | $0 | 2,234,547 | D | ||||
| Class B Common Stock | (1) | 02/03/2025 | C | 85,637 | (1) | (1) | Class A Common Stock | 85,637 | $0 | 2,148,910 | D | ||||
| Stock Option (Right to Buy) | $0.9092 | 02/03/2025 | M | 54,000 | (8) | 10/25/2027 | Class B Common Stock | 54,000 | $0 | 432,000 | D | ||||
| Class B Common Stock | (1) | 02/03/2025 | M | 54,000 | (1) | (1) | Class A Common Stock | 54,000 | $0 | 2,202,910 | D | ||||
| Class B Common Stock | (1) | 02/03/2025 | C | 30,780 | (1) | (1) | Class A Common Stock | 30,780 | $0 | 2,172,130 | D | ||||
| Stock Option (Right to Buy) | $10.74 | 02/03/2025 | M | 18,750 | (8) | 07/19/2029 | Class B Common Stock | 18,750 | $0 | 600,000 | D | ||||
| Class B Common Stock | (1) | 02/03/2025 | M | 18,750 | (1) | (1) | Class A Common Stock | 18,750 | $0 | 2,190,880 | D | ||||
| Class B Common Stock | (1) | 02/03/2025 | C | 10,688 | (1) | (1) | Class A Common Stock | 10,688 | $0 | 2,180,192 | D | ||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 6,663,835 | 6,663,835 | I | By Trust(7) | |||||||
| Explanation of Responses: |
| 1. Each share of Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, 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 nine-month anniversary of 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 trading plan adopted on September 5, 2023. |
| 3. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $140.56 to $141.55. 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 $141.58 to $142.57 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 $142.58 to $143.57. 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 $143.58 to $144.37. 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. |
| 7. Shares are held by the Alexis Le-Quoc Revocable Trust. |
| 8. Option is fully vested and exercisable. |
| /s/ Kerry Acocella, Attorney-in-Fact | 02/05/2025 | |
| ** 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. | ||
