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^*

Jacobson Matthew

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(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	91,461⁽¹⁾⁽²⁾	D⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	97,725⁽¹⁾⁽²⁾	D⁽⁶⁾⁽⁴⁾⁽⁵⁾
Common Stock	1,890,426⁽¹⁾⁽²⁾	D⁽⁷⁾⁽⁴⁾⁽⁵⁾
Common Stock	3,084,381⁽¹⁾⁽²⁾	D⁽⁸⁾⁽⁴⁾⁽⁵⁾

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⁾	Common Stock⁽¹⁾⁽²⁾	150,852	⁽¹⁾	D⁽⁹⁾⁽⁴⁾⁽⁵⁾
Series Seed Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾⁽²⁾	118,092	⁽¹⁾	D⁽¹⁰⁾⁽⁴⁾⁽⁵⁾
Series Seed Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾⁽²⁾	317,388	⁽¹⁾	D⁽³⁾⁽⁴⁾⁽⁵⁾
Series Seed Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾⁽²⁾	339,132	⁽¹⁾	D⁽⁶⁾⁽⁴⁾⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾⁽²⁾	67,032	⁽¹⁾	D⁽⁹⁾⁽⁴⁾⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾⁽²⁾	52,464	⁽¹⁾	D⁽¹⁰⁾⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾⁽²⁾	71,688	⁽¹⁾	D⁽⁹⁾⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾⁽²⁾	56,112	⁽¹⁾	D⁽¹⁰⁾⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾⁽²⁾	11,043,852	⁽¹⁾	D⁽⁹⁾⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾⁽²⁾	8,645,100	⁽¹⁾	D⁽¹⁰⁾⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾⁽²⁾	4,120,260	⁽¹⁾	D⁽¹¹⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. The Preferred Stock is convertible into Class B 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 ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

4. 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. Iconiq Strategic Partners GP III, L.P. ("ICONIQ GP III") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ GP III. Iconiq Strategic Partners GP IV, L.P. ("ICONIQ GP IV") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ Parent GP IV") is the sole general partner of ICONIQ GP IV. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP II, ICONIQ Parent GP III and ICONIQ Parent GP IV.

5. The Reporting Person 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 his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

6. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

7. The shares are held by ICONIQ Strategic Partners IV, LP ("ICONIQ IV").

8. The shares are held by ICONIQ Strategic Partners IV-B, LP ("ICONIQ IV-B").

9. The shares are held by ICONIQ Strategic Partners II, LP ("ICONIQ II").

10. The shares are held by ICONIQ Strategic Partners II-B, LP ("ICONIQ II-B").

11. The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest").

Remarks:

	/s/ Matthew Jacobson	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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