Sec Form 4 Filing - ICONIQ STRATEGIC PARTNERS II, L.P. @ Datadog, Inc. - 2021-08-06

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 ICONIQ STRATEGIC PARTNERS II, L.P. 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) C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2021 (Street) SAN FRANCISCO, CA94111 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 08/06/2021 J( 1 ) 1,281,247 D $ 0 ( 1 ) 116,478 D ( 2 ) ( 7 ) ( 8 ) Class A Common Stock 08/06/2021 J( 3 ) 1,002,956 D $ 0 ( 3 ) 91,177 D ( 4 ) ( 7 ) ( 8 ) Class A Common Stock 08/06/2021 J( 5 ) 465,797 D $ 0 ( 5 ) 42,345 D ( 6 ) ( 7 ) ( 8 ) Class A Common Stock 08/06/2021 J( 1 )( 3 )( 5 ) 201,110 A $ 0 ( 1 ) ( 3 ) ( 5 ) 590,212 D ( 7 ) ( 8 ) ( 9 ) Class A Common Stock 08/06/2021 J( 1 )( 3 )( 5 ) 201,211 A $ 0 ( 1 ) ( 3 ) ( 5 ) 568,283 D ( 7 ) ( 8 ) ( 10 ) Class A Common Stock 408,849 D ( 7 ) ( 8 ) ( 11 ) Class A Common Stock 436,857 D ( 7 ) ( 8 ) ( 12 ) Class A Common Stock 199,500 D ( 7 ) ( 8 ) ( 13 ) Class A Common Stock 325,500 D ( 7 ) ( 8 ) ( 14 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICONIQ STRATEGIC PARTNERS II, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ STRATEGIC PARTNERS II-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners II Co-Invest, L.P., DD Series C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners II GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners II TT GP, Ltd C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Makan Divesh C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Griffith William J.G. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Signatures ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., its General Partner, By: ICONIQ Strategic Partners II TT GP, Ltd, its General Partner, By: Kevin Foster, Title: Sr. Vice President, /s/ Kevin Foster 08/10/2021 Signature of Reporting Person Date ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., its General Partner, By: ICONIQ Strategic Partners II TT GP, Ltd.,its, General Partner, /s/ Kevin Foster 08/10/2021 Signature of Reporting Person Date ICONIQ Strategic Partners II Co-Invest, L.P., DD Series, By: ICONIQ Strategic Partners II GP, L.P.,its General Partner, By: ICONIQ Strategic Partners II TT GP, Ltd., its, General Partner, /s/ Kevin Foster 08/10/2021 Signature of Reporting Person Date ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., its, General Partner, /s/ Kevin Foster 08/10/2021 Signature of Reporting Person Date ICONIQ Strategic Partners II TT GP, Ltd., /s/ Kevin Foster 08/10/2021 Signature of Reporting Person Date Divesh Makan, /s/ Divesh Makan 08/10/2021 Signature of Reporting Person Date William J.G. Griffith, /s/ William J.G. Griffith 08/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 6, 2021, ICONIQ Strategic Partners II, LP ("ICONIQ II") distributed, for no consideration, in the aggregate 1,281,247 shares of the Issuer's Class A Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. ( 2 )The shares are held by ICONIQ II. ( 3 )On August 6, 2021, ICONIQ Strategic Partners II-B, LP ("ICONIQ II-B") distributed, for no consideration, in the aggregate 1,002,956 shares of the Issuer's Class A Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. ( 4 )The shares are held by ICONIQ II-B. ( 5 )On August 6, 2021, ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest") distributed, for no consideration, in the aggregate 465,797 shares of the Issuer's Class A Common Stock (the "ICONIQ II Co-Invest Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Co-Invest Shares it received in the distribution by ICONIQ II Co-Invest to its partners, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. ( 6 )The shares are held by ICONIQ II Co-Invest. ( 7 )ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP") is the sole general partner of each of ICONIQ II, ICONIQ II-B and ICONIQ II Co-Invest. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ II Parent GP") is the sole general partner of ICONIQ II GP. Iconiq Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the general partner of ICONIQ IV GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ II Parent GP and ICONIQ III Parent GP and Makan, Griffith and Matthew Jacobson are the sole equity holders and directors of ICONIQ IV Parent GP. ( 8 )Each of ICONIQ II GP, ICONIQ II Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 9 )These shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (3) and (5) above as well as prior distributions. ( 10 )These shares are held by Griffith through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (3) and (5) above as well as prior distributions. ( 11 )The shares are held by ICONIQ Strategic Partners III, LP ("ICONIQ III"). ( 12 )The shares are held by ICONIQ Strategic Partners III-B, LP ("ICONIQ III-B"). ( 13 )The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"). ( 14 )The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

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