Sec Form 13G Filing - ICONIQ STRATEGIC PARTNERS II L.P. filing for Datadog Inc. (DDOG) - 2021-02-16

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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, $0.00001 PAR VALUE 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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).

 

 

 


CUSIP No. 23804L103    SCHEDULE 13G    Page 2 of 32 Pages

 

  1.       

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners II, L.P.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
    5.     

  SOLE VOTING POWER

 

  8,188,545 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  8,188,545 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  8,188,545 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  3.8% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Represents 8,188,545 shares of Common Stock consisting of (i) 1,397,725 shares of Class A Common Stock and (ii) 6,790,820 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,397,725 shares of Class A Common Stock and the 6,790,820 shares of Class B Common Stock held by ICONIQ Strategic Partners II, L.P. represents 5.9% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 3 of 32 Pages

 

  1.       

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners II-B, L.P.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
    5.     

  SOLE VOTING POWER

 

  6,409,966 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  6,409,966 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,409,966 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  3.0% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Represents 6,409,966 shares of Common Stock consisting of (i) 1,094,133 shares of Class A Common Stock and (ii) 5,315,833 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II-B, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,094,133 shares of Class A Common Stock and the 5,315,833 shares of Class B Common Stock held by ICONIQ Strategic Partners II-B, L.P. represents 4.6% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 4 of 32 Pages

 

  1.       

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners II Co-Invest, L.P., DD Series

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
    5.     

  SOLE VOTING POWER

 

  2,976,941 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  2,976,941 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,976,941 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  1.4% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Represents 2,976,941 shares of Common Stock consisting of (i) 508,142 shares of Class A Common Stock and (ii) 2,468,799 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II Co-Invest, L.P., DD Series.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 508,142 shares of Class A Common Stock and the 2,468,799 shares of Class B Common Stock held by ICONIQ Strategic Partners II Co-Invest, L.P., DD Series represents 2.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 5 of 32 Pages

 

  1.       

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners II GP, L.P.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
    5.     

  SOLE VOTING POWER

 

  17,575,452 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  17,575,452 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT ING PERSON

 

  17,575,452 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  7.9% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Represents 17,575,452 shares of Common Stock consisting of (i) 3,000,000 shares of Class A Common Stock and (ii) 14,575,452 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series. ICONIQ Strategic Partners II GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,000,000 shares of Class A Common Stock and the 14,575,452 shares of Class B Common Stock held by ICONIQ Strategic Partners II GP, L.P. represents 12.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 6 of 32 Pages

 

  1.       

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners II TT GP, Ltd.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
    5.     

  SOLE VOTING POWER

 

  17,575,452 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  17,575,452 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  17,575,452 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  7.9% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  CO

 

(1)

Represents 17,575,452 shares of Common Stock consisting of (i) 3,000,000 shares of Class A Common Stock and (ii) 14,575,452 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series. ICONIQ Strategic Partners II GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series. ICONIQ Strategic Partners II TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners II GP, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,000,000 shares of Class A Common Stock and the 14,575,452 shares of Class B Common Stock held by ICONIQ Strategic Partners II TT GP, Ltd. represents 12.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 7 of 32 Pages

 

  1.       

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners III, L.P.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
    5.     

  SOLE VOTING POWER

 

  408,849 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  408,849 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  408,849 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  0.2% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Represents 408,849 shares of Common Stock consisting of (i) 408,849 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 408,849 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ Strategic Partners III, L.P. represents less than 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 8 of 32 Pages

 

  1.       

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners III-B, L.P.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
    5.     

  SOLE VOTING POWER

 

  436,857 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  436,857 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  436,857 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  0.2% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Represents 436,857 shares of Common Stock consisting of (i) 436,857 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III-B, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 436,857 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ Strategic Partners III-B, L.P. represents less than 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 9 of 32 Pages

 

  1.     

 

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners III GP, L.P.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.     

  SOLE VOTING POWER

 

  845,706 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  845,706 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  845,706 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  0.4% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Represents 845,706 shares of Common Stock consisting of (i) 845,706 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 845,706 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ Strategic Partners III GP, L.P. represents 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 10 of 32 Pages

 

  1.     

 

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners III TT GP, Ltd.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.     

  SOLE VOTING POWER

 

  845,706 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  845,706 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  845,706 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  0.4% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  CO

 

(1)

Represents 845,706 shares of Common Stock consisting of (i) 845,706 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 845,706 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ Strategic Partners III TT GP, Ltd. represents 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 11 of 32 Pages

 

  1.     

 

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners IV, L.P.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.     

  SOLE VOTING POWER

 

  2,089,926 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  2,089,926 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,089,926 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  1.0% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Represents 2,089,926 shares of Common Stock consisting of (i) 199,500 shares of Class A Common Stock and (ii) 1,890,426 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 199,500 shares of Class A Common Stock and the 1,890,426 shares of Class B Common Stock held by ICONIQ Strategic Partners IV, L.P. represents 1.6% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 12 of 32 Pages

 

  1.     

 

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners IV-B, L.P.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.     

  SOLE VOTING POWER

 

  3,409,881 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  3,409,881 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  3,409,881 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  1.6% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Represents 3,409,881 shares of Common Stock consisting of (i) 325,500 shares of Class A Common Stock and (ii) 3,084,381 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV-B, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 325,500 shares of Class A Common Stock and the 3,084,381 shares of Class B Common Stock held by ICONIQ Strategic Partners IV-B, L.P. represents 2.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 13 of 32 Pages

 

  1.     

 

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners IV GP, L.P.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.     

  SOLE VOTING POWER

 

  5,499,807 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  5,499,807 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  5,499,807 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  2.6% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Represents 5,499,807 shares of Common Stock consisting of (i) 525,000 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 525,000 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by ICONIQ Strategic Partners IV GP, L.P. represents 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 14 of 32 Pages

 

  1.     

 

  NAMES OF REPORTING PERSONS

 

  ICONIQ Strategic Partners IV TT GP, Ltd.

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.     

  SOLE VOTING POWER

 

  5,499,807 (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  5,499,807 (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  5,499,807 (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  2.6% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  CO

 

(1)

Represents 5,499,807 shares of Common Stock consisting of (i) 525,000 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 525,000 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by ICONIQ Strategic Partners IV TT GP, Ltd. represents 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 15 of 32 Pages

 

  1.     

 

  NAMES OF REPORTING PERSONS

 

  Divesh Makan

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.     

  SOLE VOTING POWER

 

  24,310,067* (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  24,310,067* (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  24,310,067* (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  10.7% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  IN

 

*

Includes 389,102 shares of Class A Common Stock held by Divesh Makan through a family trust of which he is trustee and another estate planning trust having an independent trustee.

(1)

Represents 24,310,067 shares of Common Stock consisting of (i) 4,759,808 shares of Class A Common Stock and (ii) 19,550,259 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P., DD Series, ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and Divesh Makan. ICONIQ Strategic Partners II GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series. ICONIQ Strategic Partners II TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders and directors of ICONIQ Strategic Partners II TT GP, Ltd. and ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders and directors of ICONIQ Strategic Partners IV TT GP, Ltd.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 4,759,808 shares of Class A Common Stock and the 19,550,259 shares of Class B Common Stock held by Divesh Makan represents 17.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 16 of 32 Pages

 

  1.     

 

  NAMES OF REPORTING PERSONS

 

  William J.G. Griffith

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.     

  SOLE VOTING POWER

 

  24,288,037* (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DI SPOSITIVE POWER

 

  24,288,037* (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  24,288,037* (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  10.7% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  IN

 

*

Includes 367,072 shares of Class A Common Stock held by William J.G. Griffith through a family trust of which he is trustee and another estate planning trust having an independent trustee.

(1)

Represents 24,288,037 shares of Common Stock consisting of (i) 4,737,778 shares of Class A Common Stock and (ii) 19,550,259 shares of Class B Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P., DD Series, ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P and William J.G. Griffith. ICONIQ Strategic Partners II GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., DD Series. ICONIQ Strategic Partners II TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders and directors of ICONIQ Strategic Partners II TT GP, Ltd. and ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders and directors of ICONIQ Strategic Partners IV TT GP, Ltd.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 4,737,778 shares of Class A Common Stock and the 19,550,259 shares of Class B Common Stock held by William J.G. Griffith represents 17.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 17 of 32 Pages

 

  1.     

 

  NAMES OF REPORTING PERSONS

 

  Matthew Jacobson

  2.      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.      

  SEC USE ONLY

 

  4.     & #xA0;

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.     

  SOLE VOTING POWER

 

  5,608,763* (1)(2)

  6.     

  SHARED VOTING POWER

 

  0

  7.     

  SOLE DISPOSITIVE POWER

 

  5,608,763* (1)(2)

  8.     

  SHARED DISPOSITIVE POWER

 

  0

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  5,608,763* (1)(2)

10.      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  2.6% (2)(3)(4)

12.      

  TYPE OF REPORTING PERSON

 

  IN

 

*

Includes 108,956 shares of Class A Common Stock held by Matthew Jacobson through a trust of which he is trustee.

(1)

Represents 5,608,763 shares of Common Stock consisting of (i) 633,956 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and Matthew Jacobson. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders and directors of ICONIQ Strategic Partners IV TT GP, Ltd.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 633,956 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by Matthew Jacobson represent 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 18 of 32 Pages

 

Item 1.

     

Issuer

  

(a)

  

Name of Issuer:

     

Datadog, Inc. (the “Issuer”)

  

(b)

  

Address of Issuer’s Principal Executive Offices:

     

620 Eighth Avenue

45th Floor

New York, NY 10018

Item 2.

     

Filing Person

  

(a) – (c)

  

Name of Persons Filing; Address; Citizenship:

     

(i)  ICONIQ Strategic Partners II, L.P., a Cayman Islands exempted limited partnership (“ICONIQ II”).

     

(ii)   ICONIQ Strategic Partners II-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ II-B”).

     

(iii)   ICONIQ Strategic Partners II Co-Invest, L.P., DD Series, a Delaware series limited partnership (“ICONIQ II Co-Invest” and, together with ICONIQ II and ICONIQ II-B, the “ICONIQ II Funds”).

     

(iv)  ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III”).

     

(v)    ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III-B” and, together with ICONIQ III, the “ICONIQ III Funds”).

     

(vi)  ICONIQ Strategic Partners IV, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV”).

     

(vii)  ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV-B” and, together with ICONIQ IV, the “ICONIQ IV Funds”).

     

(viii)   ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ II GP”), the sole general partner of the ICONIQ II Funds.

     

(ix)  ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III GP”), the sole general partner of the ICONIQ III Funds.

     

(x)    ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV GP”), the sole general partner of the ICONIQ IV Funds.

     

(xi)  ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ II Parent GP”), the sole general partner of ICONIQ II GP.

     

(xii)  ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ III Parent GP”), the sole general partner of ICONIQ III GP.

     

(xiii)   ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ IV Parent GP”), the sole general partner of ICONIQ IV GP.

     

(xiv) Divesh Makan, a citizen of the United States (“Makan”).

     

(xv)   William J.G. Griffith, a citizen of the United States (“Griffith”), together with Makan, are the sole equity holders and directors of ICONIQ II Parent GP and ICONIQ III Parent GP.

     

(xvi) Matthew Jacobson, a citizen of the United States (“Jacobson”), together with Makan and Griffith, are the sole equity holders and directors of ICONIQ IV Parent GP.

      The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.
  

(d)

  

Title of Class of Securities:

     

Class A Common Stock, $0.00001 par value per share ( “Class A Common Stock”)

  

(e)

  

CUSIP Number:

 

23804L103

Item 3.

   If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
  

(a)

  

☐   Broker or dealer registered under Section 15 of the Act;

  

(b)

  

☐   Bank as defined in Section 3(a)(6) of the Act;


CUSIP No. 23804L103    SCHEDULE 13G    Page 19 of 32 Pages

 

  

(c)

  

☐   Insurance company as defined in Section 3(a)(19) of the Act;

  

(d)

  

☐   Investment company registered under Section 8 of the Investment Company Act of 1940;

  

(e)

  

☐   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

  

(f)

  

☐   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

  

(g)

  

☐   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

  

(h)

  

☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

  

(i)

  

☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

  

(j)

  

☐   A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

  

(k)

  

☐   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:                 

      If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                 

Item 4.

  

Ownership.

  

(a) and (b)

  

Amount beneficially owned:

     

(i)  ICONIQ II directly owns 8,188,545 shares of Common Stock consisting of (i) 1,397,725 shares of Class A Common Stock and (ii) 6,790,820 shares of Class B Common Stock, which represents approximately 3.8% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,397,725 shares of Class A Common Stock and the 6,790,820 shares of Class B Common Stock held by ICONIQ II represent 5.9% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(ii)   ICONIQ II-B directly owns 6,409,966 shares of Common Stock consisting of (i) 1,094,133 shares of Class A Common Stock and (ii) 5,315,833 shares of Class B Common Stock, which represents approximately 3.0% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,094,133 shares of Class A Common Stock and the 5,315,833 shares of Class B Common Stock held by ICONIQ II-B represent 4.6% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103    SCHEDULE 13G    Page 20 of 32 Pages

 

     

(iii)   ICONIQ II Co-Invest directly owns 2,976,941 shares of Common Stock consisting of (i) 508,142 shares of Class A Common Stock and (ii) 2,468,799 shares of Class B Common Stock, which represents approximately 1.4% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 508,142 shares of Class A Common Stock and the 2,468,799 shares of Class B Common Stock held by ICONIQ II Co-Invest represent 2.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(iv)  ICONIQ II GP may be deemed to beneficially own 17,575,452 shares of Common Stock consisting of (i) 3,000,000 shares of Class A Common Stock and (ii) 14,575,452 shares of Class B Common Stock, owned by the ICONIQ II Funds, which represents approximately 7.9% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,000,000 shares of Class A Common Stock and the 14,575,452 shares of Class B Common Stock held by the ICONIQ II Funds represent 12.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

               

(v)    ICONIQ II Parent GP may be deemed to beneficially own 17,575,452 shares of Common Stock consisting of (i) 3,000,000 shares of Class A Common Stock and (ii) 14,575,452 shares of Class B Common Stock, owned by the ICONIQ II Funds, which represents approximately 7.9% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,000,000 shares of Class A Common Stock and the 14,575,452 shares of Class B Common Stock held by the ICONIQ II Funds represent 12.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(vi)  ICONIQ III directly owns 408,849 shares of Common Stock consisting of (i) 408,849 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, which represents approximately 0.2% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 408,849 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ III represent less than 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(vii)  ICONIQ III-B directly owns 436,857 shares of Common Stock consisting of (i) 436,857 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, which represents approximately 0.2% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect


CUSIP No. 23804L103    SCHEDULE 13G    Page 21 of 32 Pages

 

          

the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 436,857 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by ICONIQ III-B represent less than 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(viii)   ICONIQ III GP may be deemed to beneficially own 845,706 shares of Common Stock consisting of (i) 845,706 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, owned by the ICONIQ III Funds, which represents approximately 0.4% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Comm on Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 845,706 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by the ICONIQ III Funds represent 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(ix)  ICONIQ III Parent GP may be deemed to beneficially own 845,706 shares of Common Stock consisting of (i) 845,706 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, owned by the ICONIQ III Funds, which represents approximately 0.4% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 845,706 shares of Class A Common Stock and the 0 shares of Class B Common Stock held by the ICONIQ III Funds represent 0.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(x)    ICONIQ IV directly owns 2,089,926 shares of Common Stock consisting of (i) 199,500 shares of Class A Common Stock and (ii) 1,890,426 shares of Class B Common Stock, which represents approximately 1.0% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 199,500 shares of Class A Common Stock and the 1,890,426 shares of Class B Common Stock held by ICONIQ IV represent 1.6% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(xi)  ICONIQ IV-B directly owns 3,409,881 shares of Common Stock consisting of (i) 325,500 shares of Class A Common Stock and (ii) 3,084,381 shares of Class B Common Stock, which represents approximately 1.6% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B


CUSIP No. 23804L103    SCHEDULE 13G    Page 22 of 32 Pages

 

     

Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 325,500 shares of Class A Common Stock and the 3,084,381 shares of Class B Common Stock held by ICONIQ IV-B represent 2.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(xii)  ICONIQ IV GP may be deemed to beneficially own 5,499,807 shares of Common Stock consisting of (i) 525,000 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock, owned by the ICONIQ IV Funds, which represents approximately 2.6% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 525,000 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by the ICONIQ IV Funds represent 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(xiii)   ICONIQ IV Parent GP may be deemed to beneficially own 5,499,807 shares of Common Stock consisting of (i) 525,000 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock, owned by the ICONIQ IV Funds, which represents approximately 2.6% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 525,000 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by the ICONIQ IV Funds represent 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(xiv) Makan may be deemed to beneficially own 24,310,067 shares of Common Stock consisting of (i) 4,759,808 shares of Class A Common Stock and (ii) 19,550,259 shares of Class B Common Stock, owned by the ICONIQ II Funds, ICONIQ III Funds, ICONIQ IV Funds and Makan, which represents approximately 10.7% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 4,759,808 shares of Class A Common Stock and the 19,550,259 shares of Class B Common Stock held by the ICONIQ II Funds, ICONIQ III Funds, ICONIQ IV Funds and Makan represent 17.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(xv)   Griffith may be deemed to beneficially own 24,288,037 shares of Common Stock consisting of (i) 4,737,778 shares of Class A Common Stock and (ii) 19,550,259 shares of Class B Common Stock, owned by the ICONIQ II Funds, ICONIQ III Funds, ICONIQ IV Funds and Griffith, which represents approximately 10.7% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as


CUSIP No. 23804L103    SCHEDULE 13G    Page 23 of 32 Pages

 

          

amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 4,737,778 shares of Class A Common Stock and the 19,550,259 shares of Class B Common Stock held by the ICONIQ II Funds, ICONIQ III Funds, ICONIQ IV Funds and Griffith represent 17.1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

(xvi) Jacobson may be deemed to beneficially own 5,608,763 shares of Common Stock consisting of (i) 633,956 shares of Class A Common Stock and (ii) 4,974,807 shares of Class B Common Stock, owned by the ICONIQ IV Funds and Jacobson, which represents approximately 2.6% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 633,956 shares of Class A Common Stock and the 4,974,807 shares of Class B Common Stock held by the ICONIQ IV Funds represent 4.3% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     

The percent of class and voting power were calculated based on (i) 208,048,784 shares of Class A Common Stock and (ii) 96,483,565 shares of Class B common stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.

   (c)    Number of shares as to which such person has:

 

     Number of Class A Common Stock  

Reporting Person

   (i)      (ii)      (iii)      (iv)  

ICONIQ II

     8,188,545        0        8,188,545        0  

ICONIQ II-B

     6,409,966        0        6,409,966        0  

ICONIQ II Co-Invest

     2,976,941        0        2,976,941        0  

ICONIQ II GP

     17,575,452        0        17,575,452        0  

ICONIQ II Parent GP

     17,575,452        0        17,575,452        0  

ICONIQ III

     408,849        0        408,849        0  

ICONIQ III-B

     436,857        0        436,857        0  

ICONIQ III GP

     845,706        0        845,706        0  

ICONIQ III Parent GP

     845,706        0        845,706        0  

ICONIQ IV

     2,089,926        0        2,089,926        0  

ICONIQ IV-B

     3,409,881        0        3,409,881        0  

ICONIQ IV GP

     5,499,807        0        5,499,807        0  

ICONIQ IV Parent GP

     5,499,807        0        5,499,807        0  

Makan

     24,310,067        0        24,310,067        0  

Griffith

     24,288,037        0        24,288,037        0  

Jacobson

     5,608,763        0        5,608,763        0  

 

  (i)

Sole power to vote or direct the vote

  (ii)

Shared power to vote or to direct the vote

  (iii)

Sole power to dispose or to direct the disposition of

  (iv)

Shared power to dispose or to direct the disposition of

The percent of class was calculated based on 208,048,784 shares of Class A Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 12, 2020.


CUSIP No. 23804L103    SCHEDULE 13G    Page 24 of 32 Pages

 

Item 5.

Ownership of Five Percent or Less of a Class.

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.    ☐

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.


CUSIP No. 23804L103    SCHEDULE 13G    Page 25 of 32 Pages

 

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

 

 

ICONIQ Strategic Partners II, L.P., a Cayman

Islands exempted limited partnership

  By:   ICONIQ Strategic Partners II GP, L.P., a Cayman Islands Exempted limited partner, its General Partner
  By:   ICONIQ Strategic Partners II TT GP, Ltd, a Cayman Islands exempted company, its General Partner
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person
 

ICONIQ Strategic Partners II-B, L.P., a Cayman

Islands exempted limited partnership

  By:   ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership, its General Partner
  By:   ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person
  ICONIQ Strategic Partners II Co-Invest, L.P., a Delaware series limited partnership, DD Series
  By:   ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership, its General Partner
  By:   ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person


CUSIP No. 23804L103    SCHEDULE 13G    Page 26 of 32 Pages

 

 

ICONIQ Strategic Partners III, L.P., a Cayman

Islands exempted limited partnership

  By:   ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner
  By:   ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person
 

ICONIQ Strategic Partners III-B, L.P., a

Cayman Islands exempted limited partnership

  By:   ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner
  By:   ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person
 

ICONIQ Strategic Partners IV, L.P., a Cayman

Islands exempted limited partnership

  By:   ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner
  By:   ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person
 

ICONIQ Strategic Partners IV-B, L.P., a

Cayman Islands exempted limited partnership

  By:   ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner


CUSIP No. 23804L103    SCHEDULE 13G    Page 27 of 32 Pages

 

  By:   ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person
  ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership
  By:   ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person
  ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person
  ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership
  By:   ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person
  ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company
  By:   Kevin Foster
  Title:   Authorized Person
 

/s/ Kevin Foster

    Signature of Reporting Person


CUSIP No. 23804L103    SCHEDULE 13G    Page 28 of 32 Pages

 

  ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership
  By:   ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner
  By:   Kevin Foster
  Title: Authorized Person
 

/s/ Kevin Foster

  Signature of Reporting Person
  ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company
  By:   Kevin Foster
  Title: Authorized Person
 

/s/ Kevin Foster

  Signature of Reporting Person
  Divesh Makan
 

/s/ Divesh Makan

  Signature of Reporting Person
  William J.G. Griffith
 

/s/ William J.G. Griffith

  Signature of Reporting Person
  Matthew Jacobson
 

/s/ Matthew Jacobson

    Signature of Reporting Person