0000899243-19-023864.txt : 20190918 0000899243-19-023864.hdr.sgml : 20190918 20190918205804 ACCESSION NUMBER: 0000899243-19-023864 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190918 FILED AS OF DATE: 20190918 DATE AS OF CHANGE: 20190918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ STRATEGIC PARTNERS II, L.P. CENTRAL INDEX KEY: 0001619710 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39051 FILM NUMBER: 191100861 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE, SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94118 BUSINESS PHONE: 415-967-7757 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE, SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners IV GP, L.P. CENTRAL INDEX KEY: 0001785120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39051 FILM NUMBER: 191100862 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE STREET 2: SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159677763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE STREET 2: SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Makan Divesh CENTRAL INDEX KEY: 0001688143 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39051 FILM NUMBER: 191100863 MAIL ADDRESS: STREET 1: C/O ICONIQ CAPITAL STREET 2: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Griffith William J.G. CENTRAL INDEX KEY: 0001688124 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39051 FILM NUMBER: 191100864 MAIL ADDRESS: STREET 1: 21300 VICTORY BLVD. STREET 2: 12TH FLOOR CITY: WOODLAND HILLS STATE: CA ZIP: 91367 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Datadog, Inc. CENTRAL INDEX KEY: 0001561550 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 272825503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE, 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 866-329-4466 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE, 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-09-18 0 0001561550 Datadog, Inc. DDOG 0001619710 ICONIQ STRATEGIC PARTNERS II, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001785120 ICONIQ Strategic Partners IV GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688143 Makan Divesh C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688124 Griffith William J.G. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 91461 D Common Stock 97725 D Common Stock 1890426 D Common Stock 3084381 D Series Seed Preferred Stock Common Stock 150852 D Series Seed Preferred Stock Common Stock 118092 D Series Seed Preferred Stock Common Stock 317388 D Series Seed Preferred Stock Common Stock 339132 D Series A Preferred Stock Common Stock 67032 D Series A Preferred Stock Common Stock 52464 D Series B Preferred Stock Common Stock 71688 D Series B Preferred Stock Common Stock 56112 D Series D Preferred Stock Common Stock 11043852 D Series D Preferred Stock Common Stock 8645100 D Series D Preferred Stock Common Stock 4120260 D 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. 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. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). 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. Each of ICONIQ GP II, ICONIQ GP III, ICONIQ GP IV, ICONIQ Parent GP II, ICONIQ Parent GP III, ICONIQ Parent GP IV, 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. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). The shares are held by ICONIQ Strategic Partners IV, LP ("ICONIQ IV"). The shares are held by ICONIQ Strategic Partners IV-B, LP ("ICONIQ IV-B"). The shares are held by ICONIQ Strategic Partners II, LP ("ICONIQ II"). The shares are held by ICONIQ Strategic Partners II-B, LP ("ICONIQ II-B"). The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest"). Form 2 of 2 This Form 3 is the second of two Form 3s being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer ICONIQ Strategic Partners II, L.P. ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, By: ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner, By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2019-09-18 Divesh Makan, /s/ Divesk Makan 2019-09-18 William J.G. Griffith, /s/ William J.G. Griffith 2019-09-18