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CORRESP
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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 November 7, 2023 and Form 8-K
furnished November 7, 2023

 Jodie Bourdet

 +1 (415) 693-2054

 jbourdet@cooley.com

Via EDGAR

 December 11, 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 September 30, 2023

Filed November 7, 2023

Form 8-K Furnished November 7, 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 November 9, 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 September 30, 2023, filed with the SEC on November 7, 2023 (the “Form 10-Q”) and the Company’s Form 8-K furnished with the SEC on November 7, 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

 [***] 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

December 11, 2023

  Page
 2

 General

1.
 Please supplementally explain the difference between the number of subsidiaries listed in Exhibit 21, which
identifies five wholly-owned subsidiaries, and the number of subsidiaries listed in your response to comment 2, which identifies 16 wholly-owned subsidiaries.

Certain subsidiaries listed in response to comment 2 in the letter dated October 27, 2023 have been previously omitted from Exhibit 21 of
the Form 10-K in reliance on Regulation S-K Item 601(b)(21)(ii). These unnamed subsidiaries, when considered in the aggregate as a single subsidiary, do not constitute a
significant subsidiary, as that term is defined at Section 1.02(w) of Regulation S-X, as of December 31, 2022.

2.
 Please confirm for us that the percentages described in your response to prior comment 2, with respect to
the company’s reliance on Rule 3a-8 (Rule 3a-8) under the Investment Company Act of 1940 (1940 Act) are described on a consolidated basis with the financial
statements of all wholly-owned subsidiaries, as required by Rule 3a-8(b)(2). In particular, confirm that the company, on a consolidated basis with all wholly-owned subsidiaries, holds (i) no more than 10%
of its total assets in investments that are not capital preservation investments or (ii) no more than 25% of its total assets in investments that are not capital preservation investments, provided that at least 75% of such other investments are
investments made pursuant to a collaborative research and development arrangement.

 The Company confirms that its
analysis and the related percentages set forth in its response to comment 2, under the heading “Rule 3a-8” of its letter dated October 27, 2023, was conducted on a consolidated basis with
financial statements of all wholly-owned subsidiaries, as required by Rule 3a-8(b)(2).

 In
addition, the Company confirms that on the basis of the Staff’s guidance summarized in its response to comment 4, “Rule 3a-8–Permissible Investments” below, the Company believes that on a
consolidated basis with all wholly-owned subsidiaries, all its investment in securities qualify as capital preservation investments and that it has no investments that do not qualify as capital preservation investments. The Company’s
investments in securities consist solely 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. Please refer to Note 3, Marketable Securities in the Notes to Unaudited Condensed Consolidated Financial Statements included in the Company’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2023, which summarizes the Company’s entire holdings of marketable securities and the value of the securities in each of these categories on a consolidated
basis with all wholly-owned subsidiaries. The Company believes each of these categories of securities is highly liquid, presents little credit risk, and is not speculative and therefore qualifies as capital preservation investments. As all the
marketable securities set forth in Note 3 qualify as capital preservation investments, the Company on a consolidated basis with all wholly-owned subsidiaries holds no securities that are not capital preservation investments.

3.
 Please consider the inclusion of a risk factor relating to the 1940 Act in future filings. In any
such risk factor, please disclose the company’s current reliance on Rule 3a-8 and any associated risks.

 [***] 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

December 11, 2023

  Page
 3

 On the basis of the responses herein and to comment 2 and 3 in our letter dated
October 27, 2023, the Company respectfully advises the Staff that it believes there is not a material risk that the Company would be deemed to be an investment company as defined in the Investment Company Act of 1940, as amended (the
“1940 Act”). For that reason, the Company believes that such a risk factor may be misleading. Including a risk factor could be misunderstood or viewed as implying there exists a current and material risk that the Company
could be deemed to be an investment company. As such, the Company does not believe it is appropriate to include a risk factor describing the risks presented if the Company is determined to be an investment company required to be registered under the
1940 Act However, the Company intends to continue to monitor its compliance with the conditions of the Rule 3a-8 safe harbor, as well as the potential availability of other safe harbors from
characterization as an investment company.

4.
 Please update your responses to prior comments 2 and 3, with respect to the company’s 1940 Act
status, to include the information as of the September 30, 2023 fiscal quarter end.

 In response to the
Staff’s comment, we have updated the financial information included in our responses to prior comments 2 and 3 to present financial information as of and through September 30, 2023. For the Staff’s convenience, we have restated our
responses to prior comments 2 and 3 in full below.

 [Response to prior comment 2 (updated through September 30, 2023)]

The Company respectfully acknowledges the Staff’s comment and advises the Staff that as of September 30, 2023 neither the Company nor
its subsidiaries is an “investment company” under Section 3(a)(1)(C) of 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 updated 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.

[***]

 Datadog Korea, Inc.

[***]

 Datadog Germany GmBH

[***]

 Datadog Japan GK

[***]

 Datadog Singapore Pte. Ltd.

[***]

 Datadog Cloud India Private Limited

[***]

 Datadog International Limited

[***]

 Datadog Ireland Limited

[***]

 [***] 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

December 11, 2023

  Page
 4

 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”). 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 September 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):

September 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 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.

 [***] 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

December 11, 2023

  Page
 5

 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 September 30, 2023 (in thousands):

Trailing Twelve
Months Ended
September 30, 2023

 R&D Expenses

$
927,853

 Total Expenses

$
2,042,568

 Ratio

45.4
%

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

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 September 30, 2023 (in thousands):

Trailing Twelve
Months Ended
September 30, 2023

 Net Income from Securities Investments

$
[
***]

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 calculated 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

December 11, 2023

  Page
 6

 R&D Expenses

$
927,853

 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 September 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 September 30, 2023 (in thousands):

Trailing Twelve
Months Ended
September 30, 2023

 Investment-Related Expenses

$
[***]

 Total Expenses

$
    2,042,568

 Ratio

[***]
%

 The