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CORRESP

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by Datadog, Inc.

in connection with comments relating to the Company’s Form 10-K filed on February 24, 2023,

 Form 10-Q filed August 9, 2023 and Form 8-K
furnished August 8, 2023

 Jodie Bourdet

 +1 (415) 693-2054

 jbourdet@cooley.com

Via EDGAR

 October 27, 2023

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Information Technology

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Kathleen Collins, Accounting Branch Chief

David Edgar, Senior Staff Accountant

Re:
 Datadog, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

Filed February 24, 2023

Form 10-Q for the Quarter Ended June 30, 2023

Filed August 9, 2023

Form 8-K Furnished August 8, 2023

Ladies and Gentlemen:

 On behalf of Datadog, Inc. (the
“Company”), we are providing this letter in response to the comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the
“Staff”) by letter dated September 28, 2023 in connection with the Company’s Form 10-K for the fiscal year ended December 31, 2022 (File
No. 001-39051), filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2023 (the “Form
10-K”), the Company’s Form 10-Q for the quarter ended June 30, 2023 (File No. 001-39051), filed with
the SEC on August 9, 2023 (the “Form 10-Q”) and the Company’s Form 8-K furnished with the SEC on August 8, 2023 (the
“Form 8-K”).

 Set forth below are the Company’s responses to the Comments. For the
Staff’s convenience, the Comments are set forth below in italics.

 Form 10-K for the Fiscal Year Ended
December 31, 2022

 Notes to the Consolidated Financial Statements

Note 11. Revenue

 Geographical Information, page 77

 [***] Certain confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed
separately with the SEC pursuant to 17 C.F.R. § 200.83.

 United States Securities and Exchange Commission

October 27, 2023

  Page
 2

1.
 We note you provide the amount of revenue derived in North America. Please tell us, and revise to clarify,
what countries are included in North America. To the extent North America includes countries other than the United States, revise to disclose the amount of revenue derived in the United States. Refer to ASC 280-10-50-41(a).

 The Company
acknowledges the Staff’s comment and advises the Staff that the countries included in North America are Canada, Mexico, and the United States and that revenue attributable to the United States comprised the vast majority of North America
revenue for the fiscal year ended December 31, 2022. Set forth below for the Staff’s consideration is a draft of the Company’s proposed disclosure, appearing in Note 10, Revenue, in the Notes to the Unaudited Condensed
Consolidated Financial Statements for the period ended September 30, 2023. The Company will plan to include a similar disclosure in its future quarterly and annual periodic reports to be filed with the SEC.

North America includes revenue from the United States of $[***] million and $[***] million for the three months ended September 30,
2023 and 2022, respectively, and $[***] million and $[***] million for the nine months ended September 30, 2023 and 2022, respectively.

General

2.
 Please provide a legal analysis of whether the company and each of its subsidiaries meets the definition of
an “investment company” under Section 3(a)(1)(C) of the 1940 Act. Include in your analysis all relevant calculations under Section 3(a)(1)(C) as of the most recent fiscal quarter end, identifying each constituent part of the
numerator(s) and denominator(s). Please also describe and discuss any other substantive determinations and/or characterizations of assets that are material to your calculations.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that neither the Company nor its subsidiaries is an
“investment company” under Section 3(a)(1)(C) of the Investment Company Act of 1940, as amended (the “1940 Act”) because the Company qualifies for the safe harbor from “investment company” status
provided in Rule 3a-8 under the 1940 Act. The Company provides an analysis of each of Section 3(a)(1)(C) and Rule 3a-8 under the 1940 Act below.

Status of Subsidiaries under Section 3(a)(1)(C)

The Company is a holding company engaged in business exclusively through a total of eight direct and eight indirect operating subsidiaries, all
of which are wholly owned by the Company. The Company advises the Staff that all of the Company’s investment securities are held directly by the ultimate parent and public reporting company, Datadog, Inc. Each of the Company’s subsidiaries
is wholly-owned, either directly or indirectly, by the Company and no other person or entity maintains any equity interest in any of the Company’s subsidiaries, directly or indirectly. These wholly-owned subsidiaries are engaged in the
following activities:

 Name of Entity

Activities

 Datadog France SAS

[***
]

 Datadog Israel Ltd.

[***
]

 Datadog Holding Limited

[***
]

 Datadog Services Canada, Inc.

[***
]

 Datadog Netherlands BV

[***
]

 Datadog Cloud Spain, S.L.U.

[***
]

 Datadog Holding, LLC

[***
]

 Cloudcraft, LLC

[***
]

 Datadog Mexico S. de R.L.

[***
]

 [***] Certain
confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. § 200.83.

 United States Securities and Exchange Commission

October 27, 2023

  Page
 3

 Datadog Korea, Inc.

[***
]

 Datadog Germany GmBH

[***
]

 Datadog Japan GK

[***
]

 Datadog Singapore Pte. Ltd.

[***
]

 Datadog Cloud India Private Limited

[***
]

 Datadog International Limited

[***
]

 Datadog Ireland Limited

[***
]

 As described above, none of the Company’s subsidiaries owns any investment securities and, accordingly,
investment securities as a percentage of assets on an unconsolidated basis for each of the subsidiaries is 0%. As a result, none of the Company’s subsidiaries are investment companies as defined in Section 3(a)(1)(C) of the 1940 Act.
Additionally, none of the Company’s subsidiaries rely on a “private fund” exception from the definition of an “investment company” provided by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.

Section 3(a)(1)(C) – the 40% Test

Section 3(a)(1)(C) of the 1940 Act defines an “investment company” as any company that is in the business of investing,
reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of its total assets (other than government securities and cash items) on an unconsolidated basis (known as the
“40% Test”). As noted above, all of the Company’s subsidiaries are wholly-owned and none of such subsidiaries relies on a “private fund” exception from the definition of an “investment company”
provided by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. Therefore, in determining the Company’s total assets on an unconsolidated basis, the value of the Company’s investments in each of its subsidiaries are attributed to
the Company’s total assets and are not considered to be investment securities.

 As of June 30, 2023, determined on an
unconsolidated basis, the Company’s investment securities as a percentage of total assets, excluding cash and government securities, consisted of the following (in thousands):

June 30, 2023

 Total Investments

$
[***
]

 Less Cash Items and Government Securities

$
[***
]

 Less Investments in Direct Subsidiaries

$
[***
]

 Total Investment Securities- Numerator

$
[***
]

 Total Assets (excluding Cash Items and Government
Securities)—Denominator

$
[***
]

 Ratio

[***
]%

 Based on the calculations provided above, the Company’s total investment securities, as a percentage of
total assets, excluding cash items and government securities, exceeds 40%. The Company’s need for liquid capital to fund its research and development activities means that it, in

 [***] Certain
confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. § 200.83.

 United States Securities and Exchange Commission

October 27, 2023

  Page
 4

part, makes investments in capital preservation investments (which generally provide for a marginally higher rate of return than cash and government securities, at an acceptable level of risk),
and consequently the Company may not be able to pass the 40% Test at any given time without sacrificing its ability to manage its liquid assets in a prudent manner by investing in capital preservation investments.

Rule 3a-8

Notwithstanding the application of the 40% Test, the Company is not an “investment company” under Section 3(a)(1)(C) of the 1940
Act because it qualifies for the non-exclusive safe harbor from the definition of “investment company” for certain “research and development” companies (“R&D
Companies”) provided by Rule 3a-8 under the 1940 Act. Pursuant to Rule 3a-8, a company will not be deemed to be an “investment company” if the
following requirements are satisfied:

 Substantial R&D Expenses. The Company’s research and development expenses
(“R&D Expenses”), for the last four fiscal quarters combined, must be a substantial percentage of its total expenses for the same period. The term “substantial” remains undefined. The Staff has stated that 20%
will generally be considered a sufficiently “substantial percentage for a company’s R&D Expenses relative to its total expenses where a company otherwise meets the requirements of Rule
3a-8.”1 Total expenses include costs of revenue.2

The Company’s R&D Expenses3 as a percentage of total expenses consisted of the
following for the four quarters ended June 30, 2023 (in thousands):

Trailing Twelve
Months Ended
June 30, 2023

 R&D Expenses

$
893,016

 Total Expenses

$
1,980,180

 Ratio

45.1
%

 The Company meets this requirement of Rule 3a-8, as its R&D
Expenses exceeded 20% of total expenses for the four quarters ended June 30, 2023.

 Net Income from Securities Investments. A
company’s net income derived from investments in securities, for the last four fiscal quarters combined, must not exceed twice the amount of its R&D Expenses for the same period.

1
 Cooley Godward Kronish LLP, SEC Staff No-Action Letter (July 12, 2007).

2
 See Cooley Godward Kronish LLP, SEC Staff No-Action Letter (July 12,
2007); Applied Materials, Inc., Investment Company Act Rel. No. 27064 (Sept. 13, 2005) (application for exemptive order).

3
 The Company’s R&D Expenses are, in compliance with Rule
3a-8(b)(9). R&D costs are as defined in FASB ASC Topic 730, Research and Development, as currently in effect.

 [***] Certain
confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. § 200.83.

 United States Securities and Exchange Commission

October 27, 2023

  Page
 5

 The Company’s net income derived from investments in securities as a percentage of
R&D Expenses consisted of the following for the four quarters ended June 30, 2023 (in thousands):

Trailing Twelve
Months Ended
June 30, 2023

 Net Income from Securities Investments

$
[***
]

 R&D Expenses

$
893,016

 Ratio

[***
]%

 The Company meets this requirement of Rule 3a-8, as its net income
derived from investments in securities was less than twice the amount of R&D Expenses for the four quarters ended June 30, 2023.

Insignificant Investment-Related Expenses. A company’s expenses for investment advisory and management activities, investment
research and custody (“Investment-Related Expenses”), for the last four fiscal quarters combined, must not exceed 5% of its total expenses for the same period. Investment-Related Expenses include the investment advisory fees
paid by the Company to its outside investment managers.

 The Company’s Investment-Related Expenses as a percentage of its total
expenses consisted of the following for the four quarters ended June 30, 2023 (in thousands):

Trailing Twelve
Months Ended
June 30, 2023

 Investment-Related Expenses

$
[***
]

 Total Expenses

$
1,980,180

 Ratio

[***
]%

 The Company meets this requirement of Rule 3a-8, as its
Investment-Related Expenses were less than 5% of its total expenses for the four quarters ended June 30, 2023.

 Permissible
Investments. A company’s investments in securities4 must be only capital preservation investments, which are, pursuant to Rule 3a-8, investments
made to conserve capital and liquidity until the funds are used for the company’s primary business.

 In adopting Rule 3a-8, the SEC intentionally declined to identify particular investments as capital preservation investments or specific investment characteristics that would cause an investment to be a capital preservation
investment, but in general stated that these investments must (1) be liquid so that they can be readily sold to support the company’s research and development activities as

4
 Under Rule 3a-8, “investments in securities” means all
securities other than securities issued by majority-owned subsidiaries and companies controlled primarily by the issuer that conduct similar types of businesses, through which the issuer is engaged primarily in a business other than that of
investing, reinvesting, owning, holding, or trading in securities. Because all of the Company’s subsidiaries are wholly-owned and none of such subsidiaries hold investment securities, this discussion excludes the Company’s investments in
subsidiaries.

 [***] Certain
confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. § 200.83.

 United States Securities and Exchange Commission

October 27, 2023

  Page
 6

necessary; (2) present limited credit risk; and (3) not be speculative.5 Although the SEC and the Staff have not provided
significant guidance on the instruments that meet these criteria, under an exemptive order to ICOS Corporation – on which Rule 3a-8 is partially
modeled6 – the SEC has stated that “a company generally would meet [the requirement that a company invests in securities in a manner consistent with capital preservation] only if
substantially all of its securities … present limited credit risk. Significant investments in equity or speculative debt would indicate that the company is acting as an investment company rather than preserving its capital for research and
development.”7 Further, under Rule 3a-8, less than 10% of a company’s total assets may consist of “other investments,” which are
investments in any securities that do not qualify as capital preservation investments.

 The Company’s investments in securities
consist primarily of: (1) corporate debt securities and commercial paper rated at least P-l or better by Moody’s, A-l or better by Standard and Poor’s,
and F-1 or better by Fitch; (2) certificates of deposit and term deposits; (3) U.S. government and agency securities; and (4) money market funds that have at least $5 billion in assets.

 Consistent with the guidance above, this portfolio is highly liquid, presents little credit risk, and is not speculative. On liquidity,
the average maturity of the portfolio was approximately 8.5 months as of June 30, 2023. Under the Company’s Corporate Investment Policy (the “Investment Policy”), described below, the weighted average maturity for
all portfolios combined will be no greater than 130% of benchmark’s target duration. The maximum maturity of any single instrument in the portfolio shall not exceed 36 months.

Moreover, the weighted average credit rating of the aggregate investment program shall not be less than A1 (Moody’s) or A+ (S&P) or
the