Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-20-013259
Date:2020-05-13
Issuer: DATADOG, INC. (DDOG)
Original Submission Date:

Reporting Person:

ICONIQ STRATEGIC PARTNERS II, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS II-B, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS II CO-INVEST, L.P., DD SERIES
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS II GP, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS II TT GP, LTD
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

MAKAN DIVESH
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

GRIFFITH WILLIAM J.G.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-05-13 J 698,862 d $0.00 1,865,746 f8 direct
CLASS A COMMON STOCK 2020-05-13 J 547,067 d $0.00 1,460,499 f8 direct
CLASS A COMMON STOCK 2020-05-13 J 254,071 d $0.00 673,755 f8 direct
CLASS A COMMON STOCK 2020-05-13 J 91,187 a $0.00 107,291 f9 direct
CLASS A COMMON STOCK 2020-05-13 J 91,236 a $0.00 107,340 f10 direct
CLASS A COMMON STOCK 2020-05-13 0 $0.00 408,849 f11 direct
CLASS A COMMON STOCK 2020-05-13 0 $0.00 436,857 f12 direct
CLASS A COMMON STOCK 2020-05-13 0 $0.00 199,500 f13 direct
CLASS A COMMON STOCK 2020-05-13 0 $0.00 325,500 f14 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 on may 13, 2020, iconiq strategic partners ii, lp ("iconiq ii") distributed, for no consideration, in the aggregate 698,862 shares of the issuer's class a common stock (the "iconiq ii shares") to its limited partners and to iconiq ii gp, representing each such partner's pro rata interest in such iconiq ii shares. on the same date, iconiq ii gp distributed, for no consideration, the iconiq ii shares it received in the distribution by iconiq ii to its partners, representing each such partner's pro rata interest in such iconiq ii shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended.
f2 the shares are held by iconiq ii.
f3 on may 13, 2020, iconiq strategic partners ii-b, lp ("iconiq ii-b") distributed, for no consideration, in the aggregate 547,067 shares of the issuer's class a common stock (the "iconiq ii-b shares") to its limited partners and to iconiq ii gp, representing each such partner's pro rata interest in such iconiq ii-b shares. on the same date, iconiq ii gp distributed, for no consideration, the iconiq ii-b shares it received in the distribution by iconiq ii-b to its partners, representing each such partner's pro rata interest in such iconiq ii-b shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended.
f4 the shares are held by iconiq ii-b.
f5 on may 13, 2020, iconiq strategic partners ii co-invest, l.p., dd series ("iconiq ii co-invest") distributed, for no consideration, in the aggregate 254,071 shares of the issuer's class a common stock (the "iconiq ii co-invest shares") to its limited partners and to iconiq ii gp, representing each such partner's pro rata interest in such iconiq ii co-invest shares. on the same date, iconiq ii gp distributed, for no consideration, the iconiq ii co-invest shares it received in the distribution by iconiq ii co-invest to its partners, representing each such partner's pro rata interest in such iconiq ii co-invest shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended.
f6 the shares are held by iconiq ii co-invest.
f7 iconiq strategic partners ii gp, l.p. ("iconiq ii gp") 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 ii parent gp") is the sole general partner of iconiq ii gp. iconiq strategic partners iii gp, l.p. ("iconiq iii gp") is the sole general partner of each of iconiq iii and iconiq iii-b. iconiq strategic partners iii tt gp, ltd. ("iconiq iii parent gp") is the sole general partner of iconiq iii gp. iconiq strategic partners iv gp, l.p. ("iconiq iv gp") is the sole general partner of iconiq iv and iconiq iv-b. iconiq strategic partners iv tt gp, ltd. ("iconiq iv parent gp") is the general partner of iconiq iv gp. divesh makan ("makan") and william j.g. griffith ("griffith") are the sole equity holders and directors of iconiq ii parent gp, iconiq iii parent gp and iconiq iv parent gp.
f8 each of iconiq ii gp, iconiq ii parent gp, 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.
f9 these shares are directly held by makan through family trust(s) that he controls. includes iconiq ii shares, iconiq ii-b shares and iconiq ii co-invest shares received in the distributions described in footnotes (1), (3) and (5) above as well as prior distributions.
f10 these shares are directly held by griffith through family trust(s) that he controls. includes iconiq ii shares, iconiq ii-b shares and iconiq ii co-invest shares received in the distributions described in footnotes (1), (3) and (5) above as well as prior distributions.
f11 the shares are held by iconiq strategic partners iii, lp ("iconiq iii").
f12 the shares are held by iconiq strategic partners iii-b, lp ("iconiq iii-b").
f13 the shares are held by iconiq strategic partners iv, l.p. ("iconiq iv").
f14 the shares are held by iconiq strategic partners iv-b, l.p. ("iconiq iv-b").
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