Statement of Changes in Beneficial Ownership (4)
November 30 2020 - 5:52PM
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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3235-0287
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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
*
De Madre Armelle |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief People Officer |
(Last)
(First)
(Middle)
C/O DATADOG, INC., 620 8TH AVENUE, 45TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/25/2020 |
(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 | 11/25/2020 | | C(1) | | 1875 | A | $0.00 (1) | 32773 | D | |
Class A Common Stock | 11/25/2020 | | S(2) | | 1875 | D | $90.00 | 30898 | 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 | 11/25/2020 | | M | | | 1875 | (3) | 6/28/2029 | Class B Common Stock | 1875 | $0.00 | 180000 | D | |
Class B Common Stock | (1) | 11/25/2020 | | M | | 1875 | | (1) | (1) | Class A Common Stock | 1875 | $0.00 | 1875 | D | |
Class B Common Stock | (1) | 11/25/2020 | | C (1) | | | 1875 | (1) | (1) | Class A Common Stock | 1875 | $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 August 18, 2020. |
(3) | Option vested as to 25% on June 20, 2020 and in equal monthly installments thereafter over three years. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
De Madre Armelle C/O DATADOG, INC. 620 8TH AVENUE, 45TH FLOOR NEW YORK, NY 10018 |
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| Chief People Officer |
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Signatures
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Armelle De Madre, by /s/ Ron A. Metzger, Attorney-in-Fact | | 11/30/2020 |
**Signature of Reporting Person | Date |
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