Sec Form 4 Filing - OpenView Management, LLC @ Datadog, Inc. - 2020-03-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person OpenView Management, LLC 2. Issuer Name and Ticker or Trading Symbol Datadog, Inc. [ DDOG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 303 CONGRESS STREET, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2020 (Street) BOSTON, MA02210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/09/2020 C( 1 ) 32,646,624 A $ 0 32,646,624 D ( 2 ) Class A Common Stock 03/09/2020 C( 1 ) 1,275,677 A $ 0 1,275,677 D ( 3 ) Class A Common Stock 03/09/2020 J( 4 ) 32,531,137 D $ 0 115,487 D ( 2 ) Class A Common Stock 03/09/2020 J( 4 ) 1,271,164 D $ 0 4,513 D ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securi ties Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) 03/09/2020 C( 1 ) 32,646,624 ( 1 ) ( 1 ) Class A Common Stock 32,646,624 $ 0 0 D ( 2 ) Class B Common Stock ( 1 ) 03/09/2020 C( 1 ) 1,275,677 ( 1 ) ( 1 ) Class A Common Stock 1,275,677 $ 0 0 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OpenView Management, LLC 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA02210 X OpenView General Partner III, L.P. 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA02210 X OpenView Affiliates Fund III, L.P. 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA02210 X OpenView Venture Partners III, L.P. 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA02210 X Signatures /s/ Rufus King, Chief Legal Officer of OpenView Management, LLC 03/11/2020 Signature of Reporting Person Date /s/ Rufus King, Chief Legal Officer of OpenView Management, LLC, the general partner of OpenView General Partner III, L.P 03/11/2020 Signature of Reporting Person Date /s/ Rufus King, Chief Legal Officer of OpenView Management, LLC, the general partner of OpenView General Partner III, L.P., the general partner of OpenView Affiliates Fund III, L.P. 03/11/2020 Signature of Reporting Person Date /s/ Rufus King, Chief Legal Officer of OpenView Management, LLC, the general partner of OpenView General Partner III, L.P., the general partner of OpenView Venture Partners III, L.P. 03/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the 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. ( 2 )The securities are held by OpenView Venture Partners III, L.P. ("OVP III LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner III, L.P. ("OGP III LP"), which is the general partner of OVP III LP. Each of OVM LLC and OGP III LP disclaims beneficial ownership of all the shares held by OVP III LP except to the extent, if any, of its pecuniary interest therein and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 3 )The securities are held by OpenView Affiliates Fund III, L.P. ("OAF III LP"). OGP III LP is the general partner of OAF III LP. Each of OVM LLC and OGP III LP disclaims beneficial ownership of all the shares held by OAF III LP except to the extent, if any, of its pecuniary interest therein and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 4 )On March 9, 2020 OVP III LP and OAF III LP distributed in-kind, without consideration shares of Class A Common Stock of the issuer to its partners, including their general partner, OGP III LP, which received 11,954,785 shares. OGP III LP in turn distributed in-kind, without consideration, 11,954,785 shares of Class A Common Stock of the issuer to its limited partners. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

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