DigitalOcean Holdings, Inc. — Director's Dealing 2021

Jul 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DigitalOcean Holdings, Inc. (DOCN)
CIK: 0001582961
Period of Report: 2021-07-27

Reporting Person: Spruill Yancey L. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-27	Common Stock	A	3000000	$0.00	Acquired	3140000	Direct

Footnotes

F1: This security represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

F2: Represents the grant of performance-based restricted stock units ("PSUs") under the DigitalOcean Holdings, Inc. 2021 Equity Incentive Plan. The PSUs will vest on the first date upon which both the time-based service requirement and the stock price requirement of the award are satisfied as more fully described in footnotes (3) and (4) herein, in each case subject to the Reporting Person providing continuous service to the Issuer on each such date.

F3: With respect to the time-based service requirement, the PSUs will vest as to 14% of the total number of shares on each of the first five anniversaries of the grant date beginning on July 27, 2022, and 15% of the total number of shares on each of the two subsequent anniversaries of the grant date beginning on July 27, 2027.

F4: With respect to the stock price requirement, the PSUs will vest on the date on which the average closing price per share of the Issuer's common stock over a consecutive 90 trading day period between the date of grant and July 27, 2028 first meets or exceeds the following stock price targets (each a "Stock Price Target"): 475,000 PSUs will vest upon the attainment of a Stock Price Target of $93.50; 575,000 PSUs will vest upon the attainment of a Stock Price Target of $140.00; 650,000 PSUs will vest upon the attainment of a Stock Price Target of $187.00; 650,000 PSUs will vest upon the attainment of a Stock Price Target of $233.50; and 650,000 PSUs will vest upon the attainment of a Stock Price Target of $280.50.