SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
09/18/2019

3. Issuer Name and Ticker or Trading Symbol
Datadog, Inc. [ DDOG ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	853,776⁽¹⁾⁽²⁾	I	See footnote⁽³⁾
Common Stock	13,002⁽¹⁾⁽²⁾	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series Seed Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	2,897,346	⁽¹⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	221,328	⁽¹⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	835,680	⁽¹⁾	I	See footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	8,288,724	⁽¹⁾	I	See footnote⁽³⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	19,356,168	⁽¹⁾	I	See footnote⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	7,259,472	⁽¹⁾	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	10,949,568	⁽¹⁾	I	See footnote⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	1,350,528	⁽¹⁾	I	See footnote⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	390,708	⁽¹⁾	I	See footnote⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	146,532	⁽¹⁾	I	See footnote⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	221,016	⁽¹⁾	I	See footnote⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	27,264	⁽¹⁾	I	See footnote⁽⁶⁾
Series Seed Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	44,121	⁽¹⁾	I	See footnote⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	249,960	⁽¹⁾	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	97,104	⁽¹⁾	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	154,128	⁽¹⁾	I	See footnote⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	See footnotes⁽¹⁾⁽²⁾	143,652	⁽¹⁾	I	See footnote⁽⁴⁾

Explanation of Responses:

1. The Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, (1) all shares of Preferred Stock will be automatically converted into shares of Common Stock on a 1:1 basis and (2) all shares of Common Stock shall then be reclassified into one share of Class B Common Stock on a 1:1 basis.

2. After the completion of the Issuer's initial public offering, on any transfer of shares of Class B common stock, whether or not for value, each such transferred share will automatically convert into one share of Class A common stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation, including transfers for tax and estate planning purposes, so long as the transferring holder continues to hold sole voting and dispositive power with respect to the shares transferred. Additionally, the shares of Class B common stock will convert automatically into Class A common stock, on a 1:1 basis, upon the tenth anniversary of the Issuer's initial public offering.

3. The shares are held by Index Ventures Growth III (Jersey), L.P. ("Index Growth III"). Index Venture Growth Associates III Limited ("IVGA III") is the managing 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.

4. The shares are held by Yucca (Jersey) SLP ("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 such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

5. The shares are held by Index VI. Index Venture Associates VI Limited ("IVA VI") is the managing general partner of Index VI. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

6. The shares are held by Index VI Parallel. IVA VI is the managing 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.

Remarks:

	Shardul Shah, by /s/ Ron A. Metzger, Attorney-in-Fact	09/18/2019
	** 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 5 (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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