Sec Form 4 Filing - Ittycheria Dev @ Datadog, Inc. - 2021-06-10

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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 *
Ittycheria Dev
2. Issuer Name and Ticker or Trading Symbol
Datadog, Inc. [ DDOG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O DATADOG, INC., 620 8TH AVENUE, 45TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/10/2021
(Street)
NEW YORK, NY10018
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 06/10/2021A 2,116 ( 1 ) A $ 0 445,048 D
Class A Common Stock 06/10/2021S( 2 ) 8,057 D $ 95.0888 ( 3 ) 436,991 D
Class A Common Stock 06/10/2021S( 2 ) 15,407 D $ 95.0884 ( 4 ) 490,282 I By LLC ( 5 )
Class A Common Stock 06/10/2021S( 2 ) 8 D $ 95.8715 ( 6 ) 490,274 I By LLC ( 5 )
Class A Common Stock 06/11/2021S( 2 ) 91,534 D $ 95.2626 ( 7 ) 345,457 D
Class A Common Stock 06/11/2021S( 2 ) 9 D $ 95.9601 ( 8 ) 345,448 D
Class A Common Stock 06/11/2021S( 2 ) 184,385 D $ 95.2627 ( 9 ) 305,889 I By LLC ( 5 )
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
Ittycheria Dev
C/O DATADOG, INC.
620 8TH AVENUE, 45TH FLOOR
NEW YORK, NY10018
X
Signatures
Dev Ittycheria, by /s/ Ron A. Metzger, Attorney-in-Fact06/14/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of shares underlying Restricted Stock Units ("RSUs") granted pursuant to the Issuer's non-employee director compensation policy. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. The RSUs vest on the earlier of (A) the Company's next annual meeting of stockholders and (B) June 10, 2022, in each case, subject to the Reporting Person's continuous service to the Issuer through the vesting date.
( 2 )Shares sold pursuant to a 10b5-1 plan entered into on March 11, 2021.
( 3 )Price reported is a weighted-average sales price. The shares were sold at prices ranging from $94.9377 to $95.6245. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 4 )Price reported is a weighted-average sales price. The shares were sold at prices ranging from $94.7677 to $95.6747. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 5 )Shares are held directly by LIDI 11 21 LLC (the "LLC"). The Ittycheria Family Trust (the "Trust") is the sole member of the LLC and Reporting Person is a beneficiary of the Trust.
( 6 )Price reported is a weighted-average sales price. The shares were sold at prices ranging from $95.8623 to $95.8941. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 7 )Price reported is a weighted-average sales price. The shares were sold at prices ranging from $94.9037 to $95.8551. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 8 )Price reported is a weighted-average sales price. The shares were sold at prices ranging from $95.9067 to $96.0606. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 9 )Price reported is a weighted-average sales price. The shares were sold at prices ranging from $94.8804 to $95.8019. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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