Sec Form 4 Filing - Index Ventures VI (Jersey) LP @ Datadog, Inc. - 2020-03-12

Insider filing report for Changes in Beneficial Ownership
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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
Index Ventures VI (Jersey) LP
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)
5TH FLOOR, 44 ESPLANADE
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2020
(Street)
ST. HELIER, Y9JE1 3FG
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 03/12/2020 C( 1 ) 614,902 A $ 0 ( 1 ) 614,902 D ( 2 )
Class A Common Stock 03/12/2020 J( 1 ) 614,902 D $ 0 ( 1 ) 0 D ( 2 )
Class A Common Stock 03/12/2020 C( 3 ) 1,459,340 A $ 0 ( 3 ) 1,459,341 D ( 4 )
Class A Common Stock 03/12/2020 J( 3 ) 1,459,340 D $ 0 ( 3 ) 1 D ( 4 )
Class A Common Stock 03/12/2020 C( 5 ) 29,457 A $ 0 ( 5 ) 29,457 D ( 6 )
Class A Common Stock 03/12/2020 J( 5 ) 29,457 D $ 0 ( 5 ) 0 D ( 6 )
Class A Common Stock 03/12/2020 C( 7 ) 28,209 A $ 0 ( 7 ) 28,209 D ( 8 )
Class A Common Stock 03/12/2020 S 28,209 D $ 32.3681 ( 9 ) 0 D ( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (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 Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) 03/12/2020 C( 1 ) 614,902 ( 10 ) ( 10 ) Class A Common Stock 614,902 $ 0 9,986,351 D ( 2 )
Class B Common Stock ( 3 ) 03/12/2020 C( 3 ) 1,459,340 ( 10 ) ( 10 ) Class A Common Stock 1,459,340 $ 0 29,673,249 D ( 4 )
Class B Common Stock ( 5 ) 03/12/2020 C( 5 ) 29,457 ( 10 ) ( 10 ) Class A Common Stock 29,457 $ 0 598,959 D ( 6 )
Class B Common Stock ( 7 ) 03/12/2020 C( 7 ) 28,209 ( 10 ) ( 10 ) Class A Common Stock 28,209 $ 0 535,250 D ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Index Ventures VI (Jersey) LP
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X
Index Ventures Growth III (Jersey), L.P.
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X
Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X
Yucca (Jersey) SLP
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X
Index Venture Growth Associates III Ltd
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X
Index Venture Associates VI Ltd
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X
Signatures
Index Ventures VI (Jersey) LP, By: Index Venture Associates VI Limited, as General Partner, By: /s/ Nigel Greenwood, Its: Director 03/16/2020
Signature of Reporting Person Date
Index Ventures Growth III (Jersey), LP, By: Index Venture Growth Associates III Limited, as General Partner, By: /s/ Nigel Greenwood, Its: Director 03/16/2020
Signature of Reporting Person Date
Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP, By: Index Venture Associates VI Limited, as General Partner, By: /s/ Nigel Greenwood, Its: Director 03/16/2020
Signature of Reporting Person Date
Yucca (Jersey) SLP, By Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Sarah Earles, /s/ Nick McHardy, Its: Authorized Signatories 03/16/2020
Signature of Reporting Person Date
Index Venture Growth Associates III Limited, By: /s/ Nigel Greenwood, Its: Director 03/16/2020
Signature of Reporting Person Date
Index Venture Associates VI Limited, By: /s/ Nigel Greenwood, Its: Director 03/16/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 12, 2020, Index Ventures Growth III (Jersey), L.P. ("Index Growth III") converted in the aggregate 614,902 shares of the Issuer's Class B Common Stock into 614,902 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index Growth III distributed in-kind, without consideration, 614,902 shares of Class A Common Stock pro-rata to its limited partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
( 2 )The shares are held by Index Growth III. Index Venture Growth Associates III Limited ("IVGA III") is the general partner of Index Growth III and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.
( 3 )On March 12, 2020, Index Ventures VI (Jersey), L.P. ("Index VI") converted in the aggregate 1,459,340 shares of the Issuer's Class B Common Stock into 1,459,340 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI distributed in-kind, without consideration, 1,459,340 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Index Venture Associates VI Limited ("IVA VI"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVA VI distributed in-kind, without consideration, the 364,834 shares of Class A Common Stock received in the Index VI distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
( 4 )The shares are held by Index VI. IVA VI is the general partner of Index VI and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.
( 5 )On March 12, 2020, Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel") converted in the aggregate 29,457 shares of the Issuer's Class B Common Stock into 29,457 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VI Parallel distributed in-kind, without consideration, 29,457 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, IVA VI, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. On the same date, IVA VI distributed in-kind, without consideration, the 7,365 shares of Class A Common Stock received in the Index VI Parallel distribution pro-rata to its shareholders, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
( 6 )The shares are held by Index VI Parallel. IVA VI is the general partner of Index VI Parallel and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.
( 7 )On March 12, 2020, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 28,209 shares of the Issuer's Class B Common Stock into 28,209 shares of the Issuer's Class A Common Stock.
( 8 )The shares are held by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the Issuer (in this case, Index Growth III, Index VI and Index VI Parallel). Each of IVGA III and IVA VI disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.
( 9 )On March 12, 2020, Yucca sold 28,209 shares of the Issuer's Class A Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 - $32.90. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 10 )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.

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