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 *

Le-Quoc Alexis
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
__X__ Officer (give title below)    _____ Other (specify below)
President & CTO
(Last)          (First)          (Middle)

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

1/4/2023
(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
Class A Common Stock 12/8/2022  G(1)  V 4988 D$0.00 0 I By GRAT (2)
Class A Common Stock 1/4/2023  C(3)  71364 A$0.3067 250734 D  
Class A Common Stock 1/4/2023  S(4)  21659 D$68.6964 (5)229075 D  
Class A Common Stock 1/4/2023  S(4)  26155 D$69.41 (6)202920 D  
Class A Common Stock 1/4/2023  S(4)  22650 D$70.3565 (7)180270 D  
Class A Common Stock 1/4/2023  S(4)  900 D$72.2022 (8)179370 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 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  (3)12/8/2022  G (1)  V   2550604   (3) (3)Class A Common Stock 2550604 $0.00 0 I By GRAT (2)
Stock Option (Right to Buy) $0.3067 1/4/2023  M     125200   (9)10/27/2025 Class B Common Stock 125200 $0.00 4131600 D  
Class B Common Stock  (3)1/4/2023  M   125200     (3) (3)Class A Common Stock 125200 $0.00 232872 D  
Class B Common Stock  (3)1/4/2023  C (3)    71364   (3) (3)Class A Common Stock 71364 $0.00 161508 D  
Class B Common Stock  (3)           (3) (3)Class A Common Stock 7666266  7666266 I By Trust (10)

Explanation of Responses:
(1) This transaction involved a gift of shares by the Reporting Person to a trust with an independent third party trustee for the benefit of family members of the Reporting Person.
(2) Shares are held by the Alexis Le-Quoc 2016 GRAT.
(3) Each share of Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, 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 nine-month anniversary of 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.
(4) Shares sold pursuant to a 10b5-1 trading plan.
(5) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $67.96 to $68.95. 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 $68.96 to $69.95. 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) Price reported is a weighted-average sales price. The shares were sold at prices ranging from $69.96 to $70.84. 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 $72.12 to $72.49. 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) Option is fully vested and exercisable.
(10) Shares are held by the Alexis Le-Quoc Revocable Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Le-Quoc Alexis
C/O DATADOG, INC.
620 8TH AVENUE, 45TH FLOOR
NEW YORK, NY 10018
X
President & CTO

Signatures
Alexis Le-Quoc, by /s/ Ron A. Metzger, Attorney-in-Fact1/6/2023
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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