SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Calderone Adrienne Elizabeth

(Last)

(First)

(Middle)

C/O DIGITALOCEAN HOLDINGS, INC.

101 6TH AVENUE

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	137,626⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	12/12/2028	Common Stock	34,375	$4.75	D
Stock Option (Right to Buy)	⁽³⁾	03/12/2029	Common Stock	13,542	$5.23	D

Explanation of Responses:

1. Includes 39,545 shares issuable upon the vesting of outstanding restricted stock units ("RSUs") through March 1, 2026. Each RSU represents a contingent right to receive one share of common stock of the Issuer.

2. 25% of the total number of shares underlying the option vested on November 6, 2019 and the remaining shares underlying the option vest in 36 equal monthly installments beginning on December 6, 2019, subject to the Reporting Person's continuous service with the Issuer on each such date.

3. The shares underlying the option vest in 48 equal monthly installments beginning on April 1, 2019, subject to the Reporting Person's continuous service with the Issuer on each such date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Zahrah Devji, Attorney-in-Fact	03/30/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.