SEC Form 3

FORM 3

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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* VEP Group, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/20/2020	3. Issuer Name and Ticker or Trading Symbol DATTO HOLDING CORP. [ MSP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, $0.001 par value	113,753,615	I	See Footnote(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* VEP Group, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Vista Foundation Fund II, L.P. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* VISTA FOUNDATION FUND II GP, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Vista Foundation Fund II-A, L.P. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* VFF II GP (CAYMAN), L.P. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* VFF II GP (CAYMAN), LTD. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* VFF II FAF, L.P. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Vista Foundation Fund II Executive, L.P. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Vista Foundation Associates II, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Merritt VI Aggregator, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

Explanation of Responses:

1. Includes 13,941,912 shares held directly by Vista Foundation Fund II, L.P. ("VFF II"), 3,175,352 shares held directly by Vista Foundation Fund II-A, L.P. ("VFF II-A"), 846,946 shares held directly by VFF II FAF, L.P. ("VFF II FAF"), 208,600 shares held directly by Vista Foundation Fund II Executive, L.P. ("VFF II Executive"), 27,193 shares held directly by Vista Foundation Associates II, LLC ("VF Associates II") and 95,553,611 shares held directly by Merritt VI Aggregator, LLC ("Merritt VI," and collectively with VFF II, VFF II-A, VFF II FAF, VFF II Executive and VF Associates II, the "Vista Funds").

2. Vista Foundation Fund II GP, LLC ("VFF II GP") is the general partner of each of VFF II, VFF II FAF and VFF II Executive. VEP Group, LLC ("VEP Group") is the Senior Managing Member of VFF II GP and VF Associates II. VFF II GP (Cayman), L.P. ("VFF II-A GP") is the general partner of VFF II-A. VFF II GP (Cayman), Ltd. ("VFF II-A UGP") is the general partner of VFF II-A GP. Vista Equity Partners Fund VI, L.P. ("VEPF VI") is the managing member of Merritt VI. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of VEPF VI. VEPF VI GP, Ltd. ("Fund VI UGP") is the general partner of Fund VI GP. Robert F. Smith is the sole director and one of 11 members of each of VFF II-A UGP and Fund VI UGP. Robert F. Smith is the sole Managing Member of VEP Group.

3. (Continued from footnote 2) Consequently, Mr. Smith, VFF II GP, VFF II-A GP, VFF II-A UGP, VEPF VI, Fund VI GP, Fund VI UGP and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Mr. Smith, VFF II GP, VFF II-A GP, VFF II-A UGP, VEPF VI, Fund VI GP, Fund VI UGP and VEP Group expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

Remarks:

Exhibit 24 - Power of Attorney. This report is filed as form 1 of 2 to report related transactions for the following filers: Vista Foundation Fund II, L.P., Vista Foundation Fund II-A, L.P., VFF II FAF, L.P., Vista Foundation Fund II Executive, L.P., Vista Foundation Associates II, LLC, Merritt VI Aggregator, LLC, Vista Foundation Fund II GP, LLC, VEP Group, LLC, VFF II GP (Cayman), L.P., VFF II GP (Cayman), Ltd., Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI GP, L.P., VEPF VI GP, Ltd. and Robert F. Smith.

	/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of Vista Foundation Fund II, L.P.	10/20/2020
	/s/ Robert F. Smith, Managing Member of the Senior Managing Member of Vista Foundation Fund II GP, LLC	10/20/2020
	/s/ Robert F. Smith, Managing Member of the VEP Group, LLC	10/20/2020
	/s/ Robert F. Smith, sole director and member of the General Partner of the General Partner of Vista Foundation Fund II-A, L.P.	10/20/2020
	/s/ Robert F. Smith, sole director and member of the General Partner of VEP II GP (Cayman), L.P,	10/20/2020
	/s/ Robert F. Smith, sole director and member of VP II GP (Cayman), Ltd.	10/20/2020
	/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VFF II FAF, L.P.	10/20/2020
	/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of Vista Foundation Fund II Executive, L.P.	10/20/2020
	/s/ Robert F. Smith, Managing Member of the Senior Managing Member of Vista Foundation Associates II, L.P.	10/20/2020
	/s/ Robert F. Smith, sole director and member of the General Partner of the General Partner of the Managing Member of Merritt VI Aggregator, LLC	10/20/2020
	** Signature of Reporting Person	Date
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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.