SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEVINE PETER

(Last)

(First)

(Middle)

C/O DIGITALOCEAN HOLDINGS, INC.

101 6TH AVENUE

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DigitalOcean Holdings, Inc. [ DOCN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/26/2021		C		10,725,556	A	⁽¹⁾	10,725,556	I	By Andreessen Horowitz Fund III, L.P.⁽²⁾⁽³⁾
Common Stock	03/26/2021		C		3,656,192	A	⁽¹⁾	3,656,192	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁴⁾
Common Stock	03/26/2021		C		1,233,376	A	⁽¹⁾	4,889,568	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁴⁾
Common Stock	03/26/2021		C		32,434	A	⁽¹⁾	10,757,990	I	By Andreessen Horowitz Fund III, L.P.⁽²⁾⁽³⁾
Common Stock	03/26/2021		C		14,786	A	⁽¹⁾	4,904,354	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	03/26/2021		C			10,725,556	⁽¹⁾	⁽¹⁾	Common Stock	10,725,556	$0.00	0	I	By Andreessen Horowitz Fund III, L.P.⁽²⁾⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	03/26/2021		C			3,656,192	⁽¹⁾	⁽¹⁾	Common Stock	3,656,192	$0.00	0	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	03/26/2021		C			1,233,376	⁽¹⁾	⁽¹⁾	Common Stock	1,233,376	$0.00	0	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	03/26/2021		C			32,434	⁽¹⁾	⁽¹⁾	Common Stock	32,434	$0.00	0	I	By Andreessen Horowitz Fund III, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	03/26/2021		C			14,786	⁽¹⁾	⁽¹⁾	Common Stock	14,786	$0.00	0	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Each share of the Issuer's Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into one share of common stock of the Issuer immediately upon the closing of the Issuer's initial public offering and has no expiration date.

2. The reported securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III") is the general partner of the AH Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH III Fund Entities. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund III Entities.

3. Mr. Levine is a member of the general partners of the AH Fund III Entities and the AH Parallel Fund III Entities (as defined herein, together, the "Andreessen Horowitz Entities"), but he disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of his interest in the Andreessen Horowitz Entities, and/or the general partner entities thereof, as applicable.

4. The reported securities are held by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P., and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel Fund III Entities"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel") is the general partner of the AH Parallel Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH Parallel Fund III Entities. The managing members of AH EP III Parallel are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities.

Remarks:

	/s/ Jayne Munger, Attorney-in-Fact	03/30/2021
	** Signature of Reporting Person	Date
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