Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Datadog, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
23804L103
(CUSIP Number)
December 31, 2021
(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) |
| x | 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 1 of 8 |
| 1 |
Names of Reporting Persons
Ru-Net Enterprises Limited | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Cyprus | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
17,668,783 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
17,668,783 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,668,783 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
6.9% |
| 12 |
Type of Reporting Person
CO |
| CUSIP No. 23804L103 | Schedule 13G | Page 2 of 8 |
| 1 |
Names of Reporting Persons
LBB Foundation | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 |
Citizenship or Place of Organization
Liechtenstein | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
17,668,783 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
17,668,783 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,668,783 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
6.9% |
| 12 |
Type of Reporting Person
OO (Discretionary Foundation) |
| CUSIP No. 23804L103 | Schedule 13G | Page 3 of 8 |
| 1 |
Names of Reporting Persons
Leonid Boguslavskiy | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 |
Citizenship or Place of Organization
Russia and Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
17,668,783 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
17,668,783 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,668,783 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
6.9% |
| 12 |
Type of Reporting Person
IN |
| CUSIP No. 23804L103 | Schedule 13G | Page 4 of 8 |
| ITEM 1. | (a) | Name of Issuer: |
Datadog, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
620 8th Avenue, 45th Floor, New York, NY 10018
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Ru-Net Enterprises Limited
LBB Foundation
Leonid Boguslavskiy
| (b) | Address or Principal Business Office: |
The principal business address for each Reporting Person is as follows:
Ru-Net Enterprises Limited: 3 Afentrikas, Office 101, 6018 Larnaca, Cyprus;
LBB Foundation: c/o Fundationsanstalt, Heligkreuz 6, 9490, Vaduz, Liechtenstein; and
Leonid Boguslavskiy: via Piana 3, 50124 Firenze, Italy.
| (c) | Citizenship of each Reporting Person is: |
Ru-Net Enterprises Ltd is a private limited company organized under the laws of Cyprus. LBB Foundation is a discretionary foundation organized under the laws of Liechtenstein. Leonid Boguslavskiy is a citizen of Russia and Canada.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.00001 per share (“Common Stock”).
| (e) | CUSIP Number: |
23804L103
| CUSIP No. 23804L103 | Schedule 13G | Page 5 of 8 |
ITEM 3.
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2021, based upon 257,196,936 shares of Common Stock outstanding as of October 26, 2021, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.
| Reporting Person | Amount beneficially owned | Percent of class: | &# xA0; | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power of: | Shared power to dispose or to direct the disposition of: | |||||||||||||
| Ru-Net Enterprises Limited | 17,668,783 | 6.9 | % | 0 | 17,668,783 | 0 | 17,668,783 | |||||||||||||
| LBB Foundation | 17,668,783 | 6.9 | % | 0 | 17,668,783 | 0 | 17,668,783 | |||||||||||||
| Leonid Boguslavskiy | 17,668,783 | 6.9 | % | 0 | 17,668,783 | 0 | 17,668,783 | |||||||||||||
Ru-Net Enterprises Ltd is the record holder of 17,668,783 shares of Common Stock. Ru-Net Enterprises Ltd is a wholly owned subsidiary of LBB Foundation, whose sole beneficiary is Leonid Boguslavskiy. As a result, each of LBB Foundation and Mr. Boguslavskiy may be deemed to beneficially own the shares of Common Stock beneficially owned by Ru-Net Enterprises Ltd.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| CUSIP No. 23804L103 | Schedule 13G | Page 6 of 8 |
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 23804L103 | Schedule 13G | Page 7 of 8 |
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 11, 2022 |
| Ru-Net Enterprises Ltd | ||
| By: | /s/ Myrianthi Tsielepi | |
| Name: | Myrianthi Tsielepi | |
| Title: | Director | |
| LBB Foundation | ||
| By: | LBB Management LLP, Member of the foundation council | |
| By: | /s/ Leonid Boguslavskiy | |
| Name: | Leonid Boguslavskiy | |
| Title: | Founding Member | |
| Leonid Boguslavskiy | ||
| By: | /s/ Leonid Boguslavskiy | |
| Name: | Leonid Boguslavskiy | |
| Title: | Self | |
| CUSIP No. 23804L103 | Schedule 13G | Page 8 of 8 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99 | Joint Filing Agreement. |
Exhibit 99
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 11, 2022.
| Ru-Net Enterprises Ltd | ||
| By: | /s/ Myrianthi Tsielepi | |
| Name: | Myrianthi Tsielepi | |
| Title: | Director | |
| LBB Foundation | ||
| By: | LBB Management LLP, Member of the foundation council | |
| By: | /s/ Leonid Boguslavskiy | |
| Name: | Leonid Boguslavskiy | |
| Title: | Founding Member | |
| Leonid Boguslavskiy | ||
| By: | /s/ Leonid Boguslavskiy | |
| Name: | Leonid Boguslavskiy | |
| Title: | Self | |