DigitalOcean Holdings, Inc. — Director's Dealing 2021

Mar 24, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DigitalOcean Holdings, Inc. (DOCN)
CIK: 0001582961
Period of Report: 2021-03-23

Reporting Person: Andreessen Horowitz Fund III, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund III-A, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund III-B, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund III-Q, L.P. (10% Owner)
Reporting Person: AH Parallel Fund III, L.P. (10% Owner)
Reporting Person: AH Parallel Fund III-A, L.P. (10% Owner)
Reporting Person: AH Parallel Fund III-B, L.P. (10% Owner)
Reporting Person: AH Parallel Fund III-Q, L.P. (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Preferred Stock	$		Common Stock (10725556)		Indirect
Series A-1 Preferred Stock	$		Common Stock (3656192)		Indirect
Series B Preferred Stock	$		Common Stock (1233376)		Indirect
Series C Preferred Stock	$		Common Stock (32434)		Indirect
Series C Preferred Stock	$		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 will automatically convert 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: Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of its pecuniary interest, if any, in the securities by virtue of its interest in the AH Fund III Entities and/or AH EP III, 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.

F5: Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of its pecuniary interest, if any, in the securities by virtue of its interest in the AH Parallel Fund III Entities and/or AH EP III Parallel, as applicable.