Sec Form 13G Filing - STAD MARC filing for Datadog Inc. (DDOG) - 2021-02-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Datadog, Inc.

(Name of Issuer)

Class A common stock, par value $0.00001 per share

(Title of Class of Securities)

23804L103

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

AMENDMENT NO. 1 TO SCHEDULE 13G

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Class A Ordinary Shares of the Issuer on February 14, 2020 (the “Schedule 13G”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13G. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed in the Schedule 13G.

The following Items of the Schedule 13G are hereby amended and restated as follows:

(a) through (c)

The information set forth in Rows (5) through (11) of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.

The number of shares of Class A Common Stock reported herein consists of (i) 217,966 shares of Class A Common Stock, and (ii) 4,212,282 shares of Class A Common Stock issuable upon the conversion of the Class B Common Stock (collectively, the “Common Stock”). All of the shares of Common Stock held by the Reporting Persons are subject to an irrevocable proxy in favor of Mr. Olivier Pomel, the Issuer’s co-founder and Chief Executive Officer. As a result, none of the Reporting Persons currently have any voting power with respect to the Common Stock.

Dragoneer Investment Group, LLC (the “Dragoneer Adviser”) is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and acts as investment manager to certain affiliated funds that hold the shares of Class A Common Stock (the “Dragoneer Adviser shares”). As a result, Dragoneer Adviser may be deemed to share voting and dispositive power with respect to such Dragoneer Adviser shares. As the managing member of Dragoneer Adviser, Cardinal DIG CC, LLC may also be deemed to share voting and dispositive power with respect to the Dragoneer Adviser shares.

Dane DF Holdings, LP, a Delaware limited partnership (“Dane”), is the direct holder of the shares of Class B Common Stock. As general partner of Dane, Dragoneer CF GP, LLC, a Cayman Islands limited liability company, may also be deemed to beneficially own the shares of Class A Common Stock issuable upon the conversion of the Class B Common Stock.

Marc Stad is the sole member of each of Cardinal DIG CC, LLC and Dragoneer CF GP, LLC. By virtue of these relationships, Mr. Stad may be deemed to beneficially own the shares reported on the cover pages to this Schedule 13G.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☒.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2021