Robert Raymond Petrocelli Form 4 DATTO HOLDING / ROBERT RAYMOND PETROCELLI 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^*

PETROCELLI ROBERT RAYMOND

(Last) (First) (Middle)

101 MERRITT 7

(Street)

NORWALK CT 06851

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DATTO HOLDING CORP. [ MSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/22/2021		M(1)		17,492	A	$11.54	167,492	D
Common Stock	07/22/2021		S(1)		17,492	D	$27.06(2)	150,000	D
Common Stock	07/23/2021		M(1)		10,504	A	$11.54	160,504	D
Common Stock	07/23/2021		S(1)		10,504	D	$27.06(3)	150,000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Right to Buy)	$11.54	07/22/2021		M			17,492	(4)	09/27/2029	Common Stock	17,492	$0.00	343,596	D
Options (Right to Buy)	$11.54	07/23/2021		M			10,504	(4)	09/27/2029	Common Stock	10,504	$0.00	333,092	D

Explanation of Responses:

1. The exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person on December 16, 2020.

2. This transaction was executed in multiple trades at prices ranging from $27.00 to $27.19 per share. The price reported reflects the weighted average sale price. Upon request by the Issuer, any security holder of the Issuer or the staff of the SEC, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. This transaction was executed in multiple trades at prices ranging from $27.00 to $27.25 per share. The price reported reflects the weighted average sale price. Upon request by the Issuer, any security holder of the Issuer or the staff of the SEC, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. These options vested 25% on July 15, 2020 and then quarterly thereafter at a rate of 6.25% as long as the Reporting Person continues to be employed as of each respective vesting date.

Remarks:

	/s/ Adam Collicelli, by Power of Attorney	07/26/2021
	** 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).
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