SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Callahan Michael James

(Last) (First) (Middle)
C/O DATADOG, INC.
620 8TH AVENUE, 45TH FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/17/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/13/2020 S(1) 1,006 D $77.5575(2) 107,652 I By Trust(3)
Class A Common Stock 08/13/2020 S(1) 200 D $78.81(4) 107,452 I By Trust(3)
Class A Common Stock 08/13/2020 S(1) 900 D $80.2789(5) 106,552 I By Trust(3)
Class A Common Stock 08/13/2020 S(1) 769 D $81.3483(6) 105,783 I By Trust(3)
Class A Common Stock 08/13/2020 S(1) 4,693 D $82.3899(7) 101,090 I By Trust(3)
Class A Common Stock 08/13/2020 S(1) 900 D $83.2167(8) 100,190 I By Trust(3)
Class A Common Stock 08/13/2020 S(1) 1,532 D $84.1169(9) 98,658 I By Trust(3)
Class A Common Stock 2,301 D
Class A Common Stock 20,000 I By GRAT(10)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Shares sold pursuant to a 10b5-1 plan entered into on June 14, 2020.
2. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $77.22 to $77.80. 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.
3. The Shares are held by The Callahan-Thernstrom Family Trust (the "Family Trust"), of which Reporting Person is Trustee. The Shares were donated by the Reporting Person to the Family Trust in an exempt transfer on July 29, 2020.
4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $78.68 to $78.94. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $79.79 to $80.74. 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.
6. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $80.87 to $81.86. 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 $81.88 to $82.86. 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 $82.93 to $83.85. 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 $83.93 to $84.58. 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.
10. Shares are held by The Michael Callahan Grantor Retained Annuity Trust, of which Reporting Person is Trustee.
Remarks:
This Form 4 Amendment is being filed solely to correct the number of shares reflected in the original Form 4 as having been donated by the Reporting Person to the Family Trust in an exempt transfer on July 29, 2020, from 110,959 shares to 108,658 shares.
Michael James Callahan, by /s/ Ron A. Metzger, Attorney-in-Fact 04/09/2021
** 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 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).
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