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
                      

1. Name and Address of Reporting Person *

Agarwal Amit
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 Product Officer
(Last)          (First)          (Middle)

C/O DATADOG, INC., 620 8TH AVENUE, 45TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

7/28/2021
(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)
Code V Amount (A) or (D) Price
Common A Common Stock 7/28/2021  C(1)  7500 A$0.00 (1)180797 D  
Common A Common Stock 7/28/2021  S(2)  1326 D$110.6091 (3)179471 D  
Common A Common Stock 7/28/2021  S(2)  5771 D$111.6279 (4)173700 D  
Common A Common Stock 7/28/2021  S(2)  403 D$112.2937 (5)173297 D  
Common A Common Stock 7/28/2021  C(1)  1000 A$0.00 (1)1000 I By Spouse (6)
Common A Common Stock 7/28/2021  S(2)  500 D$111.052 (7)500 I By Spouse (6)
Common A Common Stock 7/28/2021  S(2)  500 D$111.6694 (8)0 I By Spouse (6)
Common A Common Stock 7/28/2021  C(1)  12500 A$0.00 (1)12500 I By GRAT (9)
Common A Common Stock 7/28/2021  S(2)  1275 D$110.3971 (10)11225 I By GRAT (9)
Common A Common Stock 7/28/2021  S(2)  8801 D$111.4918 (11)2424 I By GRAT (9)
Common A Common Stock 7/28/2021  S(2)  2424 D$112.0962 (12)0 I By GRAT (9)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (1)7/28/2021  C (1)    7500   (1) (1)Class A Common Stock 7500 $0.00 486507 D  
Class B Common Stock  (1)7/28/2021  C (1)    1000   (1) (1)Class A Common Stock 1000 $0.00 297166 I By Spouse (6)
Class B Common Stock  (1)7/28/2021  C (1)    12500   (1) (1)Class A Common Stock 12500 $0.00 880000 I By GRAT (9)
Class B Common Stock  (1)           (1) (1)Class A Common Stock  (1) 1148365 I By GRAT (13)

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 September 2, 2020.
(3) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $110.10 to $111.09. 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 $111.11 to $112.10. 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 $112.12 to $112.43. 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) Shares are held by Reporting Person's spouse.
(7) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $110.40 to $111.34. 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.
(8) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $111.42 to $112.20. 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.
(9) Shares are held directly by Amit Agarwal 2019 GRAT, of which the Reporting Person is Trustee.
(10) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $109.95 to $110.93. 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.
(11) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $110.95 to $111.94. 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.
(12) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $111.95 to $112.50. 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.
(13) Shares are held directly by Amit Agarwal 2018 GRAT, of which the Reporting Person is Trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Agarwal Amit
C/O DATADOG, INC.
620 8TH AVENUE, 45TH FLOOR
NEW YORK, NY 10018


Chief Product Officer

Signatures
Amit Agarwal, by /s/ Ron A. Metzger, Attorney-in-Fact7/30/2021
**Signature of Reporting PersonDate

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