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Datadog (DDOG) Sep-09 2019 S-1/A inFilings Redline Report Redline Key: New / Added Text Text Deleted Text - Prospectus As filed with the Securities and Exchange Commission on September 9, 2019. Registration No. 333- 333-233428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Datadog, Inc. (Exact name of Registrant as specified in its charter) Delaware 7372 27-2825503 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 620 8th Avenue, 45th Floor New York, New York 10018 (866) 329-4466 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Olivier Pomel Chief Executive Officer Datadog, Inc. 620 8th Avenue, 45th Floor New York, New York 10018 (866) 329-4466 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Jodie Bourdet David Obstler Richard D. Truesdell, Jr. Nicole Brookshire Laszlo Kopits Marcel R. Fausten Alison Haggerty Datadog, Inc. Davis Polk & Wardwell LLP Cooley LLP 620 8th Avenue, 45th Floor 450 Lexington Avenue 55 Hudson Yards New York, New York 10018 New York, New York 10017 New York, New York 10001 (866) 329-4466 (212) 450-4000 (212) 479-6000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ Page 1 of 90 - The information herein is provided "as is"; see the full disclaimer / copyright on inFilings.com Datadog (DDOG) Sep-09 2019 S-1/A inFilings Redline Report Redline Key: New / Added Text Text Deleted Text CALCULATION OF REGISTRATION FEE Proposed Maximum Title of each Class of Proposed Maximum Aggregate Offering Amount of Amount to be Offering Price Per Securities to be Registered Registered (1) Share (2) Price (1)(2) Registration Fee (3) Class A common stock, par value $0.00001 per share 27,600,000 $22.00 $607,200,000 $73,593 [The following table was deleted] Proposed Maximum Title of each Class of Aggregate Offering Amount of Securities to be Registered Price (1)(2) Registration Fee Class A common stock, par value $0.00001 per share $100,000,000 $12,120 (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. Includes 3,600,000 additional shares that the underwriters have the option to purchase. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended. Includes the aggregate offering price of additional shares that the underwriters have the option to purchase. if any. (3) The registrant previously paid a registration fee of $12,120 in connection with the initial filing of this Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Page 2 of 90 - The information herein is provided "as is"; see the full disclaimer / copyright on inFilings.com Datadog (DDOG) Sep-09 2019 S-1/A inFilings Redline Report Redline Key: New / Added Text Text Deleted Text PROSPECTUS (Subject to Completion) Issued September 9, 2019 filed securities Class A Common Stock Shares statement these This is an initial public offering of shares of Class A common stock of Datadog, Inc. Prior to this offering, there has buy been no public market for our Class A common stock. It is currently estimated that the initial public offering price to will be between $ and $ per share. registration offer Following this offering, we will have two classes of common stock: Class A common stock and Class B common an stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with the seek respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. until Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class it sold A common stock. All shares of our capital stock outstanding immediately prior to this offering, including all shares does held by our executive officers, directors and their respective affiliates, and all shares issuable on the conversion be nor of our outstanding convertible preferred stock, will be reclassified into shares of our Class B common stock not sell immediately prior to the completion of this offering. The holders of our outstanding Class B common stock will mayto hold approximately % of the voting power of our outstanding capital stock immediately following this offering. offer We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol "DDOG." an securities We are an "emerging growth company" as defined under the federal securities laws and, as such, we have elected not to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. is These changed. prospectus Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 14. Price $ a share be may Price to Underwriting Discounts Proceeds to and preliminary Public and Commissions(1) Datadog This Per Share $ $ $ complete Total $ $ $ (1) See "Underwriting" for additional information regarding compensation payable to the underwriters. not is effective. permitted. is not We have granted the underwriters the option to purchase up to an additional shares of Class A common stock is sale from us on the same terms as set forth above to cover over-allotments, if any. prospectus Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved Commission or these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a offer criminal offense. the preliminary Exchange The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2019. and this where in Morgan Stanley Goldman Sachs & Co. LLC J.P. Morgan Credit Suisse Securities Barclays Jefferies RBC Capital Markets jurisdiction information the JMP Securities Raymond James Stifel William Blair Needham & Company any The with in , 2019. Page 3 of 90 - The information herein is provided "as is"; see the full disclaimer / copyright on inFilings.com Datadog (DDOG) Sep-09 2019 S-1/A inFilings Redline Report Redline Key: New / Added Text Text Deleted Text Software applications are transforming how organizations engage with customers and operate their businesses. Companies across all industries are re-platforming their businesses to cloud infrastructures to enable this digital transformation. Historically, engineering teams have been siloed, making the development of next generation applications on dynamic cloud environments challenging. We started Datadog to break this model and facilitate collaboration among development and operations teams, enabling the adoption of DevOps practices. Since then we have continuously pushed to unify separate tools into an integrated monitoring and analytics platform, readily available to everyone who cares about applications and their impact on business. From our founding goal of breaking down silos between Dev and Ops, we set out in 2010 to build a real-time data integration platform to turn chaos from disparate sources into digestible and actionable insights. In 2012, we launched our first use case with infrastructure monitoring, purpose-built to handle increasingly ephemeral cloud-native architectures. This enabled us to be deployed on our customers' entire cloud IT environments and gave our product broad usage across Dev, Ops and business teams, in turn allowing us to address a bigger set of challenges through our platform.