Statement of Changes in Beneficial Ownership (4)

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Shah Shardul	2. Issuer Name and Ticker or Trading Symbol Datadog, Inc. [ DDOG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O DATADOG, INC., 620 8TH AVENUE, 45TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 2/17/2021
(Street) NEW YORK, NY 10018 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	2/17/2021		C⁽¹⁾		1307235	A	$0.00 ⁽¹⁾	1307235	I	See Footnote ⁽²⁾
Class A Common Stock	2/17/2021		J⁽¹⁾		1307235	D	$0.00 ⁽¹⁾	0	I	See Footnote ⁽²⁾
Class A Common Stock	2/17/2021		C⁽³⁾		3884294	A	$0.00 ⁽³⁾	3884295	I	See Footnote ⁽⁴⁾
Class A Common Stock	2/17/2021		J⁽³⁾		3884295	D	$0.00 ⁽³⁾	0	I	See Footnote ⁽⁴⁾
Class A Common Stock	2/17/2021		C⁽⁵⁾		78405	A	$0.00 ⁽⁵⁾	78405	I	See Footnote ⁽⁶⁾
Class A Common Stock	2/17/2021		J⁽⁵⁾		78405	D	$0.00 ⁽⁵⁾	0	I	See Footnote ⁽⁶⁾
Class A Common Stock	2/17/2021		C⁽⁷⁾		70065	A	$0.00 ⁽⁷⁾	70065	I	See Footnote ⁽⁸⁾
Class A Common Stock								228203 ⁽⁹⁾	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁰⁾	2/17/2021		C ⁽¹⁾			1307235	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	1307235	$0.00	5452642	I	See Footnote ⁽²⁾
Class B Common Stock	⁽¹⁰⁾	2/17/2021		C ⁽³⁾			3884294	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	3884294	$0.00	16201879	I	See Footnote ⁽⁴⁾
Class B Common Stock	⁽¹⁰⁾	2/17/2021		C ⁽⁵⁾			78405	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	78405	$0.00	327038	I	See Footnote ⁽⁶⁾
Class B Common Stock	⁽¹⁰⁾	2/17/2021		C ⁽⁷⁾			70065	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	70065	$0.00	292251	I	See Footnote ⁽⁸⁾

Explanation of Responses:
(1)	On February 17, 2021, Index Ventures Growth III (Jersey), L.P. ("Index Growth III") converted in the aggregate 1,307,235 shares of the Issuer's Class B Common Stock into 1,307,235 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index Growth III distributed in-kind, without consideration, 1,307,235 shares of Class A Common Stock pro-rata to its limited partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
(2)	The shares are held by Index Growth III. Index Venture Growth Associates III Limited ("IVGA III") is the general partner of Index Growth III. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index Growth III, Index Ventures VI (Jersey) L.P. ("Index VI"), and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel" and together with Index Growth III and Index VI, the "Funds"). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
(3)	On February 17, 2021, Index VI converted in the aggregate 3,884,924 shares of the Issuer's Class B Common Stock into 3,884,924 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI distributed in-kind, without consideration, 3,884,925 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Index Venture Associates VI Limited ("IVA VI"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVA VI distributed in-kind, without consideration, the 954,203 shares of Class A Common Stock received in the Index VI distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
(4)	The shares are held by Index VI. IVA VI is the general partner of Index VI. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
(5)	On February 17, 2021, Index VI Parallel converted in the aggregate 78,405 shares of the Issuer's Class B Common Stock into 78,405 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI Parallel distributed in-kind, without consideration, 78,405 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, IVA VI, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVA VI distributed in-kind, without consideration, the 19,601 shares of Class A Common Stock received in the Index VI Parallel distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
(6)	The shares are held by Index VI Parallel. IVA VI is the general partner of Index VI Parallel. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
(7)	On February 17, 2021, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 70,065 shares of the Issuer's Class B Common Stock into 70,065 shares of the Issuer's Class A Common Stock.
(8)	The shares are held by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the Issuer (in this case, Index Growth III, Index VI and Index VI Parallel). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
(9)	Includes shares received in the distribution described in footnotes (3) and (5) above.
(10)	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 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Shah Shardul C/O DATADOG, INC. 620 8TH AVENUE, 45TH FLOOR NEW YORK, NY 10018	X