Statement of Changes in Beneficial Ownership (4)
September 16 2020 - 5:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Richardson Julie |
2. Issuer Name and Ticker or Trading Symbol
Datadog, Inc.
[
DDOG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DATADOG, INC., 620 8TH AVENUE, 45TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2020 |
(Street)
NEW YORK, NY 10018
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 9/14/2020 | | C(1) | | 3126 | A | $7.9567 | 5427 | D | |
Class A Common Stock | 9/14/2020 | | S(2) | | 400 | D | $81.11 (3) | 5027 | D | |
Class A Common Stock | 9/14/2020 | | S(2) | | 510 | D | $83.1869 (4) | 4517 | D | |
Class A Common Stock | 9/14/2020 | | S(2) | | 2016 | D | $84.123 (5) | 2501 | D | |
Class A Common Stock | 9/14/2020 | | S(2) | | 200 | D | $84.70 (6) | 2301 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $7.9567 | 9/14/2020 | | M | | | 3126 | (7) | 6/12/2029 | Class B Common Stock | 3126 | $0.00 | 103125 | D | |
Class B Common Stock | (1) | 9/14/2020 | | M | | 3126 | | (1) | (1) | Class A Common Stock | 3126 | $0.00 | 3126 | D | |
Class B Common Stock | (1) | 9/14/2020 | | C (1) | | | 3126 | (1) | (1) | Class A Common Stock | 3126 | $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 entered into on May 14, 2020. |
(3) | Price reported is a weighted-average sales price. The shares were sold at prices ranging from $80.50 to $81.38. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(4) | Price reported is a weighted-average sales price. The shares were sold at prices ranging from $82.61 to $83.57. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(5) | Price reported is a weighted-average sales price. The shares were sold at prices ranging from $83.63 to $84.54. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(6) | Price reported is a weighted-average sales price. The shares were sold at prices ranging from $84.66 to $84.74. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(7) | 25% of the shares underlying the option vested on June 11, 2020, with the remainder vesting in equal monthly installments thereafter over three years. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Richardson Julie C/O DATADOG, INC. 620 8TH AVENUE, 45TH FLOOR NEW YORK, NY 10018 | X |
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Signatures
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Julie Richardson, by /s/ Ron A. Metzger, Attorney-in-Fact | | 9/16/2020 |
**Signature of Reporting Person | Date |
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