SC 13G/A

Names of Reporting Persons

Olivier Pomel

Check the Appropriate Box if a Member of a Group (see instructions)

(a) ☐ (b) ☐

SEC USE ONLY

Citizenship or Place of Organization

France

SC 13G/A 1 d880291dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Datadog, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

23804L 103

(CUSIP Number)

September 30, 2024

(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. 23804L 103



Item 1(a).		Name of Issuer: Datadog, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices: 620 8^th Avenue, 45^th Floor, New York, NY 10018

Item 2(a).		Name of Person Filing: Olivier Pomel

Item 2(b).		Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is: c/o Datadog, Inc. 620 8^th Avenue, 45^th Floor New York, NY 10018

Item 2(c).		Citizenship: France

Item 2(d).		Title of Class of Securities: Class A Common Stock, $0.00001 par value per share

Item 2(e).		CUSIP Number: 23804L 103

Item 3.		If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)		☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)		☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)		☐ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

(d)		☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)		☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)		☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)		☐ A parent holding company or control person in accordance with §240.13d-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 (15 U.S.C. 80a-3);

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

(k)		☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K).

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

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount Beneficially Owned:

As of September 30, 2024, Mr. Pomel beneficially owned 13,024,503 shares of the Issuer’s Class B Common Stock and 2,363,280 shares of the Issuer’s Class A Common Stock, consisting of: (i) 8,876,343 shares of Class B Common Stock and 157,631 shares of Class A Common Stock held directly by him, (ii) 4,148,160 shares of Class B Common Stock issuable pursuant to stock options held by Mr. Pomel that are exercisable within 60 days of September 30, 2024 and (iii) 2,205,649 shares of Class A Common Stock over which Mr. Pomel has voting but not dispositive power pursuant to an irrevocable proxy granted by certain of the investors who purchased shares in the third-party tender offer conducted in March 2019. The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share.

(b)

Percent of Class:

Based on (i) 312,921,519 shares of the Issuer’s Class A Common Stock and (ii) 26,348,891 shares of the Issuer’s Class B Common Stock, in each case, issued and outstanding as of September 30, 2024, as reported by the Issuer, and the information set forth in (a) above, Mr. Pomel beneficially owned (A) 4.7% of the Issuer’s outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Mr. Pomel as converted for purposes of computing this percentage), and (B) 4.5% of the Issuer’s outstanding Common Stock, representing 21.5% of the total voting power of the Issuer’s outstanding Common Stock.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 15,387,783

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 13,182,134

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than 5 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 a Group

Not applicable.

Item 10.

Certification

Not applicable.

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.

November 8, 2024

Date

/s/ Olivier Pomel

Olivier Pomel

Amendment: SEC Form SC 13G/A filed by Datadog Inc.