DigitalOcean Holdings, Inc. — Director's Dealing 2021

Mar 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DigitalOcean Holdings, Inc. (DOCN)
CIK: 0001582961
Period of Report: 2021-03-26

Reporting Person: LEVINE PETER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-26	Common Stock	C	10725556	—	Acquired	10725556	Indirect
2021-03-26	Common Stock	C	3656192	—	Acquired	3656192	Indirect
2021-03-26	Common Stock	C	1233376	—	Acquired	4889568	Indirect
2021-03-26	Common Stock	C	32434	—	Acquired	10757990	Indirect
2021-03-26	Common Stock	C	14786	—	Acquired	4904354	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-26	Series A-1 Preferred Stock	$	C	10725556	Disposed		Common Stock (10725556)	Indirect
2021-03-26	Series A-1 Preferred Stock	$	C	3656192	Disposed		Common Stock (3656192)	Indirect
2021-03-26	Series B Preferred Stock	$	C	1233376	Disposed		Common Stock (1233376)	Indirect
2021-03-26	Series C Preferred Stock	$	C	32434	Disposed		Common Stock (32434)	Indirect
2021-03-26	Series C Preferred Stock	$	C	14786	Disposed		Common Stock (14786)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.