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: Norman Harold Matthew (Chief People Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	120000	Direct
Common Stock	18800	Direct
Common Stock	700	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$6.82	2030-05-20	Common Stock (230000)		Direct

Footnotes

F1: The security represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of common stock of the Issuer.

F2: The shares underlying these RSUs vest in four equal annual installments beginning on May 18, 2021, subject to the Reporting Person's continuous service with the Issuer on each such date.

F3: An aggregate of 15% of the shares underlying these RSUs shall vest on March 1, 2022, an additional 25% of the shares underlying these RSUs shall vest in 4 equal quarterly installments, beginning on June 1, 2022, and the remaining shares underlying these RSUs shall vest in 8 equal quarterly installments beginning on June 1, 2023, subject to the Reporting Person's continuous service with the Issuer on each such date.

F4: The shares underlying these RSUs fully vest on March 1, 2022, subject to the Reporting Person's continuous service with the Issuer on such date.

F5: One fourth of the shares underlying this option vest on May 18, 2021, and the remaining shares underlying this option vest in 36 equal monthly installments beginning on June 18, 2021, subject to the Reporting Person's continuous service with the Issuer on each such date.