SC 13G/A

NAMES OF REPORTING PERSONS

ICONIQ Strategic Partners II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

0001193125-21-045160.txt : 20210216 0001193125-21-045160.hdr.sgml : 20210216 20210216170454 ACCESSION NUMBER: 0001193125-21-045160 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210216 DATE AS OF CHANGE: 20210216 GROUP MEMBERS: DIVESH MAKAN GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS II CO-INVEST, L.P., DD SERIES GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS II GP, L.P. GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS II TT GP, LTD. GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS II-B, L.P. GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS III GP, L.P. GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS III TT GP, LTD. GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS III, L.P. GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS III-B, L.P. GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS IV GP, L.P. GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS IV TT GP, LTD. GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS IV, L.P. GROUP MEMBERS: ICONIQ STRATEGIC PARTNERS IV-B, L.P. GROUP MEMBERS: MATTHEW JACOBSON GROUP MEMBERS: WILLIAM J.G. GRIFFITH SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91168 FILM NUMBER: 21640581 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICONIQ STRATEGIC PARTNERS II, L.P. CENTRAL INDEX KEY: 0001619710 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 d134606dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Datadog, Inc.

(Name of Issuer)

CLASS A COMMON STOCK, $0.00001 PAR VALUE PER SHARE

(Title of Class of Securities)

23804L103

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☑ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 23804L103		SCHEDULE 13G		Page 2 of 32 Pages

(1)	Represents 8,188,545 shares of Common Stock consisting of (i) 1,397,725 shares of Class A Common Stock and (ii) 6,790,820 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon the earlier of (i) any transfer, whether or not for value, except for certain “Permitted Transfers” as defined in the Issuer’s amended and restated certificate of incorporation, and (ii) the tenth anniversary of the Issuer’s initial public offering of its Class A Common Stock.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,397,725 shares of Class A Common Stock and the 6,790,820 shares of Class B Common Stock held by ICONIQ Strategic Partners II, L.P. represents 5.9% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 3 of 32 Pages

(1)	Represents 6,409,966 shares of Common Stock consisting of (i) 1,094,133 shares of Class A Common Stock and (ii) 5,315,833 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II-B, L.P.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,094,133 shares of Class A Common Stock and the 5,315,833 shares of Class B Common Stock held by ICONIQ Strategic Partners II-B, L.P. represents 4.6% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 4 of 32 Pages

(1)	Represents 2,976,941 shares of Common Stock consisting of (i) 508,142 shares of Class A Common Stock and (ii) 2,468,799 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II Co-Invest, L.P., DD Series.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 508,142 shares of Class A Common Stock and the 2,468,799 shares of Class B Common Stock held by ICONIQ Strategic Partners II Co-Invest, L.P., DD Series represents 2.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 5 of 32 Pages

(1)

Represents 17,575,452 shares of Common Stock consisting of (i) 3,000,000 shares of Class A Common Stock and (ii) 14,575,452 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series. ICONIQ Strategic Partners II GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,000,000 shares of Class A Common Stock and the 14,575,452 shares of Class B Common Stock held by ICONIQ Strategic Partners II GP, L.P. represents 12.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 6 of 32 Pages

(1)

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,000,000 shares of Class A Common Stock and the 14,575,452 shares of Class B Common Stock held by ICONIQ Strategic Partners II TT GP, Ltd. represents 12.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 7 of 32 Pages

(1)	Represents 408,849 shares of Common Stock consisting of (i) 408,849 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 408,849 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ Strategic Partners III, L.P. represents less than 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 8 of 32 Pages

(1)	Represents 436,857 shares of Common Stock consisting of (i) 436,857 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III-B, L.P.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 436,857 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ Strategic Partners III-B, L.P. represents less than 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 9 of 32 Pages

(1)

Represents 845,706 shares of Common Stock consisting of (i) 845,706 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 845,706 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ Strategic Partners III GP, L.P. represents 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 10 of 32 Pages

(1)

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 845,706 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ Strategic Partners III TT GP, Ltd. represents 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 11 of 32 Pages

(1)	Represents 2,089,926 shares of Common Stock consisting of (i) 199,500 shares of Class A Common Stock and (ii) 1,890,426 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 199,500 shares of Class A Common Stock and the 1,890,426 shares of Class B Common Stock held by ICONIQ Strategic Partners IV, L.P. represents 1.6% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 12 of 32 Pages

(1)	Represents 3,409,881 shares of Common Stock consisting of (i) 325,500 shares of Class A Common Stock and (ii) 3,084,381 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV-B, L.P.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 325,500 shares of Class A Common Stock and the 3,084,381 shares of Class B Common Stock held by ICONIQ Strategic Partners IV-B, L.P. represents 2.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 13 of 32 Pages

(1)

Represents 5,499,807 shares of Common Stock consisting of (i) 525,000 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 525,000 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by ICONIQ Strategic Partners IV GP, L.P. represents 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 14 of 32 Pages

(1)

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 525,000 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by ICONIQ Strategic Partners IV TT GP, Ltd. represents 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 15 of 32 Pages

*	Includes 389,102 shares of Class A Common Stock held by Divesh Makan through a family trust of which he is trustee and another estate planning trust having an independent trustee.

(1)

Represents 24,310,067 shares of Common Stock consisting of (i) 4,759,808 shares of Class A Common Stock and (ii) 19,550,259 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P., DD Series, ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and Divesh Makan. ICONIQ Strategic Partners II GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series. ICONIQ Strategic Partners II TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders and directors of ICONIQ Strategic Partners II TT GP, Ltd. and ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders and directors of ICONIQ Strategic Partners IV TT GP, Ltd.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 4,759,808 shares of Class A Common Stock and the 19,550,259 shares of Class B Common Stock held by Divesh Makan represents 17.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 16 of 32 Pages

*	Includes 367,072 shares of Class A Common Stock held by William J.G. Griffith through a family trust of which he is trustee and another estate planning trust having an independent trustee.

(1)

Represents 24,288,037 shares of Common Stock consisting of (i) 4,737,778 shares of Class A Common Stock and (ii) 19,550,259 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P., DD Series, ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P and William J.G. Griffith. ICONIQ Strategic Partners II GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series. ICONIQ Strategic Partners II TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders and directors of ICONIQ Strategic Partners II TT GP, Ltd. and ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders and directors of ICONIQ Strategic Partners IV TT GP, Ltd.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 4,737,778 shares of Class A Common Stock and the 19,550,259 shares of Class B Common Stock held by William J.G. Griffith represents 17.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 17 of 32 Pages

*	Includes 108,956 shares of Class A Common Stock held by Matthew Jacobson through a trust of which he is trustee.

(1)

Represents 5,608,763 shares of Common Stock consisting of (i) 633,956 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and Matthew Jacobson. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders and directors of ICONIQ Strategic Partners IV TT GP, Ltd.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 633,956 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by Matthew Jacobson represent 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 18 of 32 Pages


Item 1.		Issuer

	(a)	Name of Issuer:

		Datadog, Inc. (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices:

		620 Eighth Avenue 45^th Floor New York, NY 10018

Item 2.		Filing Person

	(a) – (c)	Name of Persons Filing; Address; Citizenship:

		(i) ICONIQ Strategic Partners II, L.P., a Cayman Islands exempted limited partnership (“ICONIQ II”).

		(ii) ICONIQ Strategic Partners II-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ II-B”).

		(iii) ICONIQ Strategic Partners II Co-Invest, L.P., DD Series, a Delaware series limited partnership (“ICONIQ II Co-Invest” and, together with ICONIQ II and ICONIQ II-B, the “ICONIQ II Funds”).

		(iv) ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III”).

		(v) ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III-B” and, together with ICONIQ III, the “ICONIQ III Funds”).

		(vi) ICONIQ Strategic Partners IV, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV”).

		(vii) ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV-B” and, together with ICONIQ IV, the “ICONIQ IV Funds”).

		(viii) ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ II GP”), the sole general partner of the ICONIQ II Funds.

		(ix) ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III GP”), the sole general partner of the ICONIQ III Funds.

		(x) ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV GP”), the sole general partner of the ICONIQ IV Funds.

		(xi) ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ II Parent GP”), the sole general partner of ICONIQ II GP.

		(xii) ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ III Parent GP”), the sole general partner of ICONIQ III GP.

		(xiii) ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ IV Parent GP”), the sole general partner of ICONIQ IV GP.

		(xiv) Divesh Makan, a citizen of the United States (“Makan”).

		(xv) William J.G. Griffith, a citizen of the United States (“Griffith”), together with Makan, are the sole equity holders and directors of ICONIQ II Parent GP and ICONIQ III Parent GP.

		(xvi) Matthew Jacobson, a citizen of the United States (“Jacobson”), together with Makan and Griffith, are the sole equity holders and directors of ICONIQ IV Parent GP.

		The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.

	(d)	Title of Class of Securities:

		Class A Common Stock, $0.00001 par value per share ( “Class A Common Stock”)

	(e)	CUSIP Number: 23804L103

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	☐ Broker or dealer registered under Section 15 of the Act;

	(b)	☐ Bank as defined in Section 3(a)(6) of the Act;


CUSIP No. 23804L103		SCHEDULE 13G		Page 19 of 32 Pages


	(c)	☐ Insurance company as defined in Section 3(a)(19) of the Act;

	(d)	☐ Investment company registered under Section 8 of the Investment Company Act of 1940;

	(e)	☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)	☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)	☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

	(j)	☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

	(k)	☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

		If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.	Ownership.

	(a) and (b)	Amount beneficially owned:

		(i) ICONIQ II directly owns 8,188,545 shares of Common Stock consisting of (i) 1,397,725 shares of Class A Common Stock and (ii) 6,790,820 shares of Class B Common Stock, which represents approximately 3.8% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,397,725 shares of Class A Common Stock and the 6,790,820 shares of Class B Common Stock held by ICONIQ II represent 5.9% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

		(ii) ICONIQ II-B directly owns 6,409,966 shares of Common Stock consisting of (i) 1,094,133 shares of Class A Common Stock and (ii) 5,315,833 shares of Class B Common Stock, which represents approximately 3.0% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,094,133 shares of Class A Common Stock and the 5,315,833 shares of Class B Common Stock held by ICONIQ II-B represent 4.6% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 20 of 32 Pages



				(iii) ICONIQ II Co-Invest directly owns 2,976,941 shares of Common Stock consisting of (i) 508,142 shares of Class A Common Stock and (ii) 2,468,799 shares of Class B Common Stock, which represents approximately 1.4% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 508,142 shares of Class A Common Stock and the 2,468,799 shares of Class B Common Stock held by ICONIQ II Co-Invest represent 2.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(iv) ICONIQ II GP may be deemed to beneficially own 17,575,452 shares of Common Stock consisting of (i) 3,000,000 shares of Class A Common Stock and (ii) 14,575,452 shares of Class B Common Stock, owned by the ICONIQ II Funds, which represents approximately 7.9% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,000,000 shares of Class A Common Stock and the 14,575,452 shares of Class B Common Stock held by the ICONIQ II Funds represent 12.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(v) ICONIQ II Parent GP may be deemed to beneficially own 17,575,452 shares of Common Stock consisting of (i) 3,000,000 shares of Class A Common Stock and (ii) 14,575,452 shares of Class B Common Stock, owned by the ICONIQ II Funds, which represents approximately 7.9% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,000,000 shares of Class A Common Stock and the 14,575,452 shares of Class B Common Stock held by the ICONIQ II Funds represent 12.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(vi) ICONIQ III directly owns 408,849 shares of Common Stock consisting of (i) 408,849 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, which represents approximately 0.2% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 408,849 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ III represent less than 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(vii) ICONIQ III-B directly owns 436,857 shares of Common Stock consisting of (i) 436,857 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, which represents approximately 0.2% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect


CUSIP No. 23804L103		SCHEDULE 13G		Page 21 of 32 Pages



				the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 436,857 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ III-B represent less than 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(viii) ICONIQ III GP may be deemed to beneficially own 845,706 shares of Common Stock consisting of (i) 845,706 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, owned by the ICONIQ III Funds, which represents approximately 0.4% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 845,706 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by the ICONIQ III Funds represent 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(ix) ICONIQ III Parent GP may be deemed to beneficially own 845,706 shares of Common Stock consisting of (i) 845,706 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, owned by the ICONIQ III Funds, which represents approximately 0.4% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 845,706 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by the ICONIQ III Funds represent 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(x) ICONIQ IV directly owns 2,089,926 shares of Common Stock consisting of (i) 199,500 shares of Class A Common Stock and (ii) 1,890,426 shares of Class B Common Stock, which represents approximately 1.0% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 199,500 shares of Class A Common Stock and the 1,890,426 shares of Class B Common Stock held by ICONIQ IV represent 1.6% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(xi) ICONIQ IV-B directly owns 3,409,881 shares of Common Stock consisting of (i) 325,500 shares of Class A Common Stock and (ii) 3,084,381 shares of Class B Common Stock, which represents approximately 1.6% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B


CUSIP No. 23804L103		SCHEDULE 13G		Page 22 of 32 Pages


				Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 325,500 shares of Class A Common Stock and the 3,084,381 shares of Class B Common Stock held by ICONIQ IV-B represent 2.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(xii) ICONIQ IV GP may be deemed to beneficially own 5,499,807 shares of Common Stock consisting of (i) 525,000 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock, owned by the ICONIQ IV Funds, which represents approximately 2.6% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 525,000 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by the ICONIQ IV Funds represent 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(xiii) ICONIQ IV Parent GP may be deemed to beneficially own 5,499,807 shares of Common Stock consisting of (i) 525,000 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock, owned by the ICONIQ IV Funds, which represents approximately 2.6% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 525,000 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by the ICONIQ IV Funds represent 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(xiv) Makan may be deemed to beneficially own 24,310,067 shares of Common Stock consisting of (i) 4,759,808 shares of Class A Common Stock and (ii) 19,550,259 shares of Class B Common Stock, owned by the ICONIQ II Funds, ICONIQ III Funds, ICONIQ IV Funds and Makan, which represents approximately 10.7% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 4,759,808 shares of Class A Common Stock and the 19,550,259 shares of Class B Common Stock held by the ICONIQ II Funds, ICONIQ III Funds, ICONIQ IV Funds and Makan represent 17.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(xv) Griffith may be deemed to beneficially own 24,288,037 shares of Common Stock consisting of (i) 4,737,778 shares of Class A Common Stock and (ii) 19,550,259 shares of Class B Common Stock, owned by the ICONIQ II Funds, ICONIQ III Funds, ICONIQ IV Funds and Griffith, which represents approximately 10.7% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as


CUSIP No. 23804L103		SCHEDULE 13G		Page 23 of 32 Pages


				amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 4,737,778 shares of Class A Common Stock and the 19,550,259 shares of Class B Common Stock held by the ICONIQ II Funds, ICONIQ III Funds, ICONIQ IV Funds and Griffith represent 17.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				(xvi) Jacobson may be deemed to beneficially own 5,608,763 shares of Common Stock consisting of (i) 633,956 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock, owned by the ICONIQ IV Funds and Jacobson, which represents approximately 2.6% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 633,956 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by the ICONIQ IV Funds represent 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

				The percent of class and voting power were calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

		(c)		Number of shares as to which such person has:


	Number of Class A Common Stock
Reporting Person	(i)		(ii)		(iii)		(iv)
ICONIQ II		8,188,545		0		8,188,545		0
ICONIQ II-B		6,409,966		0		6,409,966		0
ICONIQ II Co-Invest		2,976,941		0		2,976,941		0
ICONIQ II GP		17,575,452		0		17,575,452		0
ICONIQ II Parent GP		17,575,452		0		17,575,452		0
ICONIQ III		408,849		0		408,849		0
ICONIQ III-B		436,857		0		436,857		0
ICONIQ III GP		845,706		0		845,706		0
ICONIQ III Parent GP		845,706		0		845,706		0
ICONIQ IV		2,089,926		0		2,089,926		0
ICONIQ IV-B		3,409,881		0		3,409,881		0
ICONIQ IV GP		5,499,807		0		5,499,807		0
ICONIQ IV Parent GP		5,499,807		0		5,499,807		0
Makan		24,310,067		0		24,310,067		0
Griffith		24,288,037		0		24,288,037		0
Jacobson		5,608,763		0		5,608,763		0

(i)

Sole power to vote or direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

The percent of class was calculated based on 208,048,784 shares of Class A Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.


CUSIP No. 23804L103		SCHEDULE 13G		Page 24 of 32 Pages

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.


CUSIP No. 23804L103		SCHEDULE 13G		Page 25 of 32 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2021


		ICONIQ Strategic Partners II, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners II GP, L.P., a Cayman Islands Exempted limited partner, its General Partner

		By:		ICONIQ Strategic Partners II TT GP, Ltd, a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person

		ICONIQ Strategic Partners II-B, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person

		ICONIQ Strategic Partners II Co-Invest, L.P., a Delaware series limited partnership, DD Series

		By:		ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person


CUSIP No. 23804L103		SCHEDULE 13G		Page 26 of 32 Pages


		ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person

		ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person

		ICONIQ Strategic Partners IV, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person

		ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner


CUSIP No. 23804L103		SCHEDULE 13G		Page 27 of 32 Pages


		By:		ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person

		ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person

		ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person

		ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person

		ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
				Signature of Reporting Person


CUSIP No. 23804L103		SCHEDULE 13G		Page 28 of 32 Pages


		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 Person

		/s/ Kevin Foster
		Signature of Reporting Person

		ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company

		By:		Kevin Foster
		Title: Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person

		Divesh Makan

		/s/ Divesh Makan
		Signature of Reporting Person

		William J.G. Griffith

		/s/ William J.G. Griffith
		Signature of Reporting Person

		Matthew Jacobson

		/s/ Matthew Jacobson
				Signature of Reporting Person

EX-99.1 2 d134606dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Class A Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated: February 16, 2021


		ICONIQ Strategic Partners II, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners II GP, L.P., a Cayman Islands Exempted limited partner, its General Partner

		By:		ICONIQ Strategic Partners II TT GP, Ltd, a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person

		ICONIQ Strategic Partners II-B, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person

		ICONIQ Strategic Partners II Co-Invest, L.P., a Delaware series limited partnership, DD Series

		By:		ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person


CUSIP No. 23804L103		SCHEDULE 13G		Page 30 of 32 Pages


		ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person

		ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person

		ICONIQ Strategic Partners IV, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person


CUSIP No. 23804L103		SCHEDULE 13G		Page 31 of 32 Pages


		ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner

		By:		ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person

		ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person

		ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person

		ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership

		By:		ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person


CUSIP No. 23804L103		SCHEDULE 13G		Page 32 of 32 Pages


		ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person

		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 Person

		/s/ Kevin Foster
		Signature of Reporting Person

		ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company

		By:		Kevin Foster
		Title:		Authorized Person

		/s/ Kevin Foster
		Signature of Reporting Person

		Divesh Makan

		/s/ Divesh Makan
		Signature of Reporting Person

		William J.G. Griffith

		/s/ William J.G. Griffith
		Signature of Reporting Person

		Matthew Jacobson

		/s/ Matthew Jacobson
		Signature of Reporting Person