SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Index Ventures VI (Jersey) LP

(Last) (First) (Middle)
5TH FLOOR, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Datadog, Inc. [ DDOG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/18/2020 C(1) 653,618 A $0.00(1) 653,618 D(2)
Class A Common Stock 08/18/2020 J(1) 553,618 D $0.00(1) 100,000 D(2)
Class A Common Stock 08/18/2020 C(3) 1,942,146 A $0.00(3) 1,942,147 D(4)
Class A Common Stock 08/18/2020 J(3) 1,942,146 D $0.00(3) 1 D(4)
Class A Common Stock 08/18/2020 C(5) 39,203 A $0.00(5) 39,203 D(6)
Class A Common Stock 08/18/2020 J(5) 39,203 D $0.00(5) 0 D(6)
Class A Common Stock 08/18/2020 C(7) 35,033 A $0.00(7) 35,033 D(8)
Class A Common Stock 08/18/2020 S 38,265 D $83.2426(9) 61,735 D(2)
Class A Common Stock 08/18/2020 S 13,406 D $83.2426(10) 21,627 D(8)
Class A Common Stock 08/19/2020 S 37,386 D $83.1343(11) 24,349 D(2)
Class A Common Stock 08/19/2020 S 13,097 D $83.1343(12) 8,530 D(8)
Class A Common Stock 08/20/2020 S 24,275 D $83.5675(13) 74 D(2)
Class A Common Stock 08/20/2020 S 8,504 D $83.5675(14) 26 D(8)
Class A Common Stock 08/20/2020 S 74 D $84 0 D(2)
Class A Common Stock 08/20/2020 S 26 D $84 0 D(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Class B Common Stock (15) 08/18/2020 C(1) 653,618 (15) (15) Class A Common Stock 653,618 $0.00 8,720,731 D(2)
Class B Common Stock (15) 08/18/2020 C(3) 1,942,146 (15) (15) Class A Common Stock 1,942,146 $0.00 25,912,613 D(4)
Class B Common Stock (15) 08/18/2020 C(5) 39,203 (15) (15) Class A Common Stock 39,203 $0.00 523,050 D(6)
Class B Common Stock (15) 08/18/2020 C(7) 35,033 (15) (15) Class A Common Stock 35,033 $0.00 467,415 D(8)
1. Name and Address of Reporting Person*
Index Ventures VI (Jersey) LP

(Last) (First) (Middle)
5TH FLOOR, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Index Ventures Growth III (Jersey), L.P.

(Last) (First) (Middle)
5TH FLOOR, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP

(Last) (First) (Middle)
5TH FLOOR, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Yucca (Jersey) SLP

(Last) (First) (Middle)
5TH FLOOR, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Index Venture Growth Associates III Ltd

(Last) (First) (Middle)
5TH FLOOR, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Index Venture Associates VI Ltd

(Last) (First) (Middle)
5TH FLOOR, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE1 3FG

(City) (State) (Zip)
Explanation of Responses:
1. On August 18, 2020, Index Ventures Growth III (Jersey), L.P. ("Index Growth III") converted in the aggregate 653,618 shares of the Issuer's Class B Common Stock into 653,618 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index Growth III distributed in-kind, without consideration, 553,618 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 and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.
3. On August 18, 2020, Index Ventures VI (Jersey), L.P. ("Index VI") converted in the aggregate 1,942,146 shares of the Issuer's Class B Common Stock into 1,942,146 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI distributed in-kind, without consideration, 1,942,146 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 451,141 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 and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.
5. On August 18, 2020, Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel") converted in the aggregate 39,203 shares of the Issuer's Class B Common Stock into 39,203 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI Parallel distributed in-kind, without consideration, 39,203 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 9,801 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 and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.
7. On August 18, 2020, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 35,033 shares of the Issuer's Class B Common Stock into 35,033 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). Each of IVGA III and IVA VI disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.
9. On August 18, 2020, Index Growth III sold 38,265 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.89, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
10. On August 18, 2020, Yucca sold 13,406 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.89, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
11. On August 19, 2020, Index Growth III sold 37,386 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.55, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
12. On August 19, 2020, Yucca sold 13,097 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.55, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
13. On August 20, 2020, Index Growth III sold 24,275 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
14. On August 20, 2020, Yucca sold 8,504 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
15. 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.
Remarks:
Index Ventures VI (Jersey) LP, By: Index Venture Associates VI Limited, as General Partner, By: /s/ Nigel Greenwood, Its: Director 08/20/2020
Index Ventures Growth III (Jersey), LP, By: Index Venture Growth Associates III Limited, as General Partner, By: /s/ Nigel Greenwood, Its: Director 08/20/2020
Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP, By: Index Venture Associates VI Limited, as General Partner, By: /s/ Nigel Greenwood, Its: Director 08/20/2020
Yucca (Jersey) SLP, By Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ David Middleton, /s/ Sam Dustow, Its: Authorized Signatories 08/20/2020
Index Venture Growth Associates III Limited, By: /s/ Nigel Greenwood, Its: Director 08/20/2020
Index Venture Associates VI Limited, By: /s/ Nigel Greenwood, Its: Director 08/20/2020
** Signature of Reporting Person Date
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