4//SEC Filing
ICONIQ STRATEGIC PARTNERS II, L.P. 4
Accession 0000899243-20-033088
CIK 0001561550other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 9:49 PM ET
Size
55.6 KB
Accession
0000899243-20-033088
Insider Transaction Report
Form 4
Datadog, Inc.DDOG
ICONIQ STRATEGIC PARTNERS II, L.P.
10% Owner
Transactions
- Other
Class A Common Stock
2020-12-04−820,601→ 92,831 total - Other
Class A Common Stock
2020-12-04−379,668→ 40,016 total - Other
Class A Common Stock
2020-12-04−1,048,293→ 118,591 total - Conversion
Class A Common Stock
2020-12-08+1,279,134→ 1,397,725 total - Conversion
Class A Common Stock
2020-12-08+469,564→ 509,580 total - Sale
Class A Common Stock
2020-12-08$96.70/sh−90$8,703→ 509,490 total - Sale
Class A Common Stock
2020-12-08$97.76/sh−532$52,010→ 508,958 total - Conversion
Class B Common Stock
2020-12-08−469,564→ 2,468,799 total→ Class A Common Stock (469,564 underlying) - Conversion
Class B Common Stock
2020-12-08−1,279,134→ 6,790,820 total→ Class A Common Stock (1,279,134 underlying) - Sale
Class A Common Stock
2020-12-08$98.64/sh−746$73,584→ 508,212 total - Conversion
Class B Common Stock
2020-12-08−1,001,302→ 5,315,833 total→ Class A Common Stock (1,001,302 underlying) - Other
Class A Common Stock
2020-12-04+165,040→ 389,102 total - Other
Class A Common Stock
2020-12-04+165,128→ 389,302 total - Conversion
Class A Common Stock
2020-12-08+1,001,302→ 1,094,133 total - Sale
Class A Common Stock
2020-12-08$99.53/sh−70$6,967→ 508,142 total
Holdings
- 325,500
Class A Common Stock
- 1,890,426
Class B Common Stock
→ Class A Common Stock (1,890,426 underlying) - 436,857
Class A Common Stock
- 199,500
Class A Common Stock
- 408,849
Class A Common Stock
- 3,084,381
Class B Common Stock
→ Class A Common Stock (3,084,381 underlying)
Footnotes (22)
- [F1]On December 4, 2020, ICONIQ Strategic Partners II, LP ("ICONIQ II") distributed, for no consideration, in the aggregate 1,048,293 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.
- [F10]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.
- [F11]On December 8, 2020, ICONIQ II converted in the aggregate 1,279,134 shares of the Issuer's Class B Common Stock into 1,279,134 shares of the Issuer's Class A Common Stock.
- [F12]On December 8, 2020, ICONIQ II-B converted in the aggregate 1,001,302 shares of the Issuer's Class B Common Stock into 1,001,302 shares of the Issuer's Class A Common Stock.
- [F13]On December 8, 2020, ICONIQ II Co-Invest converted in the aggregate 469,564 shares of the Issuer's Class B Common Stock into 469,564 shares of the Issuer's Class A Common Stock.
- [F14]The shares are held by ICONIQ Strategic Partners III, LP ("ICONIQ III").
- [F15]The shares are held by ICONIQ Strategic Partners III-B, LP ("ICONIQ III-B").
- [F16]The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
- [F17]The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
- [F18]The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.23 - $97.22. 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.
- [F19]The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.23 - $98.22. 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.
- [F2]The shares are held by ICONIQ II.
- [F20]The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.23 - $99.22. 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.
- [F21]The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.23 - $100.03. 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.
- [F22]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.
- [F3]On December 4, 2020, ICONIQ Strategic Partners II-B, LP ("ICONIQ II-B") distributed, for no consideration, in the aggregate 820,601 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.
- [F4]The shares are held by ICONIQ II-B.
- [F5]On December 4, 2020, ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest") distributed, for no consideration, in the aggregate 379,668 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.
- [F6]The shares are held by ICONIQ II Co-Invest.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
Datadog, Inc.
CIK 0001561550
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001619710
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 9:49 PM ET
- Size
- 55.6 KB