Sec Form 13G Filing - Index Ventures VI (Jersey) LP @ Datadog Inc.

Sec Form 13G Filing - Index Ventures VI (Jersey) LP filing for Datadog Inc. (DDOG) - 2020-02-14

Insider filing report for Changes in Beneficial Ownership

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Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Datadog, Inc.

(Name of Issuer)

CLASS A COMMON STOCK, $0.00001 PAR VALUE PER SHARE

(Title of Class of Securities)

23804L103

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 23804L103		SCHEDULE 13G		Page 2 of 13 Pages

(1)	Represents 35,024,163 shares of Common Stock consisting of (i) 3,891,574 shares of Class A Common Stock and (ii) 31,132,589 shares of Class B Common Stock held directly by Index Ventures VI (Jersey), L.P.

(2)

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) 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.

(3)

The percent of class was calculated based on (i) 27,600,000 shares of Class A Common Stock and (ii) 268,230,402 shares of Class B common stock outstanding as of November 6, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on November 13, 2019.

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,891,574 shares of Class A Common Stock and the 31,132,589 shares of Class B Common Stock beneficially owned by Index Ventures VI (Jersey), L.P. represents 11.6% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 3 of 13 Pages

(1)	Represents 785,520 shares of Common Stock consisting of (i) 157,104 shares of Class A Common Stock and (ii) 628,416 shares of Class B Common Stock held directly by Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 157,104 shares of Class A Common Stock and the 628,416 shares of Class B Common Stock beneficially owned by Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. represents less than 1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 4 of 13 Pages

(1)

Represents 36,312,222 shares of Common Stock consisting of (i) 4,048,678 shares of Class A Common Stock and 31,761,005 shares of Class B Common Stock held directly by Index Ventures VI (Jersey), L.P. and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P and (ii) 99,158 shares of Class A Common Stock and 403,381 shares of Class B Common Stock held directly by Yucca (Jersey) SLP. Index Venture Associates VI Limited is the sole general partner of each of Index Ventures VI (Jersey) L.P. and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. and may be deemed to beneficially own the shares of stock held directly by each such entity. Yucca (Jersey) SLP administers the co-investment vehicle that is contractually required to mirror the Index VI funds’ investments. As a result, Index Venture Associates VI Limited may be deemed to have dispositive and voting power over 99,158 shares of Class A Common Stock and 403,381 shares of Class B Common Stock held directly by Yucca (Jersey) SLP.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 4,147,836 shares of Class A Common Stock and the 32,164,386 shares of Class B Common Stock beneficially owned by Index Venture Associates VI Limited represents 12.0% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 5 of 13 Pages

(1)	Represents 11,787,169 shares of Common Stock consisting of (i) 1,185,916 shares of Class A Common Stock and (ii) 10,601,253 shares of Class B Common Stock held directly by Index Ventures Growth III (Jersey), L.P.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,185,916 shares of Class A Common Stock and the 10,601,253 shares of Class B Common Stock beneficially owned by Index Ventures Growth III (Jersey), L.P. represents 4.0% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 6 of 13 Pages

(1)

Represents 11,986,597 shares of Common Stock consisting of (i) 1,185,916 shares of Class A Common Stock and 10,601,253 shares of Class B Common Stock held directly by Index Ventures Growth III (Jersey), L.P. and (ii) 39,350 shares of Class A Common Stock and 160,078 shares of Class B Common Stock held directly by Yucca (Jersey) SLP. Index Venture Growth Associates III Limited is the sole general partner of Index Ventures Growth III (Jersey) L.P. and may be deemed to beneficially own the shares of stock held directly by Index Ventures Growth III (Jersey) L.P. Yucca (Jersey) SLP administers the co-investment vehicle that is contractually required to mirror the Index Ventures Growth III funds’ investments. As a result, Index Venture Growth Associates III Limited may be deemed to have dispositive and voting power over 39,350 shares of Class A Common Stock and 160,078 shares of Class B Common Stock held directly by Yucca (Jersey) SLP.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,225,266 shares of Class A Common Stock and the 10,761,331 shares of Class B Common Stock beneficially owned by Index Venture Growth Associates III Limited represents 4.0% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 7 of 13 Pages

(1)	Represents 701,967 shares of Common Stock consisting of (i) 138,508 shares of Class A Common Stock and (ii) 563,459 shares of Class B Common Stock held directly by Yucca (Jersey) SLP.

(2)

(3)

(4)

Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 138,508 shares of Class A Common Stock and the 563,459 shares of Class B Common Stock beneficially owned by Yucca (Jersey) SLP represents less than 1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 8 of 13 Pages


Item 1.	Issuer

	(a)	Name of Issuer:

		Datadog, Inc. (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices:

		620 Eighth Avenue 45^th Floor New York, NY 10018

Item 2.	Filing Person

	(a) – (c)	Name of Persons Filing; Address; Citizenship:

		(i) Index Ventures VI (Jersey) L.P., a Jersey, Channel Islands partnership (“Index VI (Jersey)”). (ii) Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P., a Jersey, Channel Islands partnership (“Index VI Parallel” and, together with Index VI (Jersey), the “Index VI Funds”). (iii) Index Venture Associates VI Limited, a Jersey, Channel Islands corporation (“Index Associates VI”), the general partner of the Index VI Funds. (iv) Index Ventures Growth III (Jersey) L.P., a Jersey, Channel Islands partnership (“Index Growth III (Jersey)”). (v) Index Venture Growth Associates III Limited, a Jersey, Channel Islands corporation (“Index Growth Associates III”), the general partner of Index Growth III (Jersey). (vi) Yucca (Jersey) SLP, a Jersey, Channel Islands separate partnership (“Yucca”). The address of the principal business office of each of the reporting persons is 44 Esplanade, St. Helier, Jersey, Channel Islands JE4 9WG.

	(d)	Title of Class of Securities:

		Class A Common Stock, $0.00001 par value per share ( “Class A Common Stock”)

	(e)	CUSIP Number: 23804L103

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under Section 15 of the Act;

	(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

	(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

	(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

	(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

		If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. 23804L103		SCHEDULE 13G		Page 9 of 13 Pages


Item 4.	Ownership.

	(a) and (b)	Amount beneficially owned:

		(i)	Index VI (Jersey) directly owns 35,024,163 shares of Common Stock consisting of (i) 3,891,574 shares of Class A Common Stock and (ii) 31,132,589 shares of Class B Common Stock, which represents approximately 59.6% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,891,574 shares of Class A Common Stock and the 31,132,589 shares of Class B Common Stock beneficially owned by Index Ventures VI (Jersey) represent 11.6% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

		(ii)	Index VI Parallel directly owns 785,520 shares of Common Stock consisting of (i) 157,104 shares of Class A Common Stock and (ii) 628,416 shares of Class B Common Stock, which represents approximately 2.8% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 157,104 shares of Class A Common Stock and the 628,416 shares of Class B Common Stock beneficially owned by Index VI Parallel represent less than 1% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

		(iii)	Index Associates VI may be deemed to beneficially own the 36,312,222 shares of Common Stock consisting of (i) 4,147,836 shares of Class A Common Stock and (ii) 32,164,386 shares of Class B Common Stock, owned by the Index VI Funds and Yucca, which represents approximately 60.8% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 4,147,836 shares of Class A Common Stock and the 32,164,386 shares of Class B Common Stock beneficially owned by the Index VI Funds and Yucca represent 12.0% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

		(iv)	Index Growth III (Jersey) directly owns 11,787,169 shares of Common Stock consisting of (i) 1,185,916 shares of Class A Common Stock and (ii) 10,601,253 shares of Class B Common Stock, which represents approximately 30.9% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,185,916 shares of Class A Common Stock and the 10,601,253 shares of Class B Common Stock beneficially owned by Index Growth III (Jersey) represent 4.0% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 10 of 13 Pages


				(v)		Index Growth Associates III may be deemed to beneficially own the 11,986,597 shares of Common Stock consisting of (i) 1,225,266 shares of Class A Common Stock and (ii) 10,761,331 shares of Class B Common Stock, owned by Index Growth III (Jersey) and Yucca, which represents approximately 31.2% of the outstanding Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock beneficially owned by the reporting person and the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which with respect to the Class B Common Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 1,225,266 shares of Class A Common Stock and the 10,761,331 shares of Class B Common Stock beneficially owned by Index Growth III (Jersey) and Yucca represent 4.0% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.


CUSIP No. 23804L103		SCHEDULE 13G		Page 11 of 13 Pages


	Number of Class A Common Stock
Reporting Person	(i)		(ii)		(iii)		(iv)
Index VI (Jersey)		35,024,163		0		35,024,163		0
Index VI Parallel		785,522		0		785,522		0
Index Associates VI		36,312,222		0		36,312,222		0
Index Growth III (Jersey)		11,787,169		0		11,787,169		0
Index Growth Associates III		11,986,597		0		11,986,597		0
Yucca		701,967		0		701,967		0

(i)

Sole power to vote or direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

The percent of class was calculated based on 27,600,000 shares of Class A Common Stock outstanding as of November 6, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on November 13, 2019.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐


CUSIP No. 23804L103		SCHEDULE 13G		Page 12 of 13 Pages

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.


CUSIP No. 23804L103		SCHEDULE 13G		Page 13 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2020


INDEX VENTURES VI (JERSEY) L.P.

By:	/s/ Sinead Meehan
	Name:	Sinead Meehan
	Title:	Director

INDEX VENTURES VI PARALLEL
ENTREPRENEUR FUND (JERSEY) L.P.

By:	/s/ Sinead Meehan
	Name:	Sinead Meehan
	Title:	Director

INDEX VENTURE ASSOCIATES VI LIMITED

By:	/s/ Sinead Meehan
	Name:	Sinead Meehan
	Title:	Director

INDEX VENTURES GROWTH III (JERSEY) L.P.

By:	/s/ Sinead Meehan
	Name:	Sinead Meehan
	Title:	Director

INDEX VENTURE GROWTH ASSOCIATES III LIMITED

By:	/s/ Sinead Meehan
	Name:	Sinead Meehan
	Title:	Director

YUCCA (JERSEY) SLP

By:	Intertrust Employee Benefit Services Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as an Administrator of the Index Co-Investment Scheme

By:	/s/ Alex di Santo
	Name:	Alex di Santo
	Title:	Authorized Signatory

By:	/s/ Sarah Earles
	Name:	Sarah Earles
	Title:	Authorized Signatory

NAMES OF REPORTING PERSONS

Index Ventures VI (Jersey) L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey, Channel Islands