SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

De Madre Armelle

(Last)

(First)

(Middle)

C/O DATADOG, INC.

620 8TH AVENUE, 45TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2023		C⁽¹⁾		1,875	A	$7.9567	111,525	D
Class A Common Stock	06/01/2023		S⁽²⁾		1,875	D	$93	109,650	D
Class A Common Stock	06/02/2023		C⁽¹⁾		16,875	A	$7.9567	126,525	D
Class A Common Stock	06/02/2023		S⁽²⁾		19,897	D	$100	106,628	D
Class A Common Stock	06/02/2023		S⁽³⁾		4,014	D	$100.332	102,614	D
Class A Common Stock	06/05/2023		S⁽²⁾		2,080	D	$100.13	100,534	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
StockOption(Right toBuy)	$7.9567	06/01/2023		M			1,875	⁽⁴⁾	06/28/2029	Class B Common Stock	1,875	$0.00	41,250	D
Class B Common Stock	⁽¹⁾	06/01/2023		M		1,875		⁽¹⁾	⁽¹⁾	Class A Common Stock	1,875	$0.00	1,875	D
Class B Common Stock	⁽¹⁾	06/01/2023		C⁽¹⁾			1,875	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,875	$0.00	0	D
StockOption(Right toBuy)	$7.9567	06/02/2023		M			16,875	⁽⁴⁾	06/28/2029	Class B Common Stock	16,875	$0.00	24,375	D
Class B Common Stock	⁽¹⁾	06/02/2023		M		16,875		⁽¹⁾	⁽¹⁾	Class A Common Stock	16,875	$0.00	16,875	D
Class B Common Stock	⁽¹⁾	06/02/2023		C⁽¹⁾			16,875	⁽¹⁾	⁽¹⁾	Class A Common Stock	16,875	$0.00	0	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the earliest 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, (ii) the death of the Reporting Person in the case of shares held directly or in a trustee capacity, and (iii) the tenth anniversary of the Issuer's initial public offering of its Class A Common Stock.

2. Shares sold pursuant to a 10b5-1 plan adopted on June 9, 2022.

3. The Reporting Person was required by the Issuer to sell only the number of shares of common stock necessary to cover applicable tax withholding obligations realized upon the vesting of restricted stock units, as well as any related brokerage commission fees.

4. Option vested as to 25% on June 20, 2020 and in equal monthly installments thereafter over three years.

Remarks:

	Armelle De Madre, by /s/ Ron A. Metzger, Attorney-in-Fact	06/05/2023
	** 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 4 (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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