Amit Agarwal - 17 Aug 2023 Form 4 Insider Report for Datadog, Inc. (DDOG)

Role
President
Signature
Amit Agarwal, by /s/ Ron A. Metzger, Attorney-in-Fact
Issuer symbol
DDOG
Transactions as of
17 Aug 2023
Net transactions value
-$9,847,459
Form type
4
Filing time
21 Aug 2023, 16:04:54 UTC
Previous filing
17 Aug 2023
Next filing
24 Aug 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DDOG Common A Common Stock Conversion of derivative security $1,331,760 +124,000 +46% $10.74* 393,141 17 Aug 2023 Direct F1
transaction DDOG Common A Common Stock Sale $9,412,809 -104,486 -27% $90.09 288,655 17 Aug 2023 Direct F2, F3
transaction DDOG Common A Common Stock Sale $1,766,409 -19,514 -6.8% $90.52 269,141 17 Aug 2023 Direct F2, F4
holding DDOG Common A Common Stock 1,640 17 Aug 2023 By Trust F5
holding DDOG Common A Common Stock 6,541 17 Aug 2023 By Trust F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DDOG Stock Option (Right to Buy) Options Exercise $0 -200,000 -78% $0.000000 55,000 17 Aug 2023 Class B Common Stock 200,000 $10.74 Direct F7
transaction DDOG Class B Common Stock Options Exercise $0 +200,000 +82% $0.000000 445,107 17 Aug 2023 Class A Common Stock 200,000 Direct F1
transaction DDOG Class B Common Stock Conversion of derivative security $0 -124,000 -28% $0.000000 321,107 17 Aug 2023 Class A Common Stock 124,000 Direct F1
holding DDOG Class B Common Stock 603,459 17 Aug 2023 Class A Common Stock By Trust F1, F6
holding DDOG Class B Common Stock 1,056,725 17 Aug 2023 Class A Common Stock By Trust F1, F5
holding DDOG Class B Common Stock 95,666 17 Aug 2023 Class A Common Stock By Spouse F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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 earliest 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, (ii) the death of the Reporting Person in the case of shares held directly or in a trustee capacity, and (iii) the tenth anniversary of the Issuer's initial public offering of its Class A Common Stock.
F2 Shares sold pursuant to a 10b5-1 plan entered into on May 15, 2023.
F3 Price reported is a weighted-average sales price. The shares were sold at prices ranging from $89.43 to $90.42. 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.
F4 Price reported is a weighted-average sales price. The shares were sold at prices ranging from $90.43 to $90.82. 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.
F5 Shares are held directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee.
F6 Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee.
F7 15% of Reporting Person's options vested on September 19, 2020 (the "Initial Vesting Date"). Thereafter, the remaining 85% of Reporting Person's options vest monthly in equal installments on the same day in each month as the Initial Vesting Date for 35 months, subject to the Reporting Person remaining in Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan) of the Issuer as of each such date.
F8 Shares are held by Reporting Person's spouse.