SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* IA Venture Strategies Fund II, LP (Last) (First) (Middle) 920 BROADWAY, 15TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DigitalOcean Holdings, Inc. [ DOCN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/26/2021
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/26/2021		C		11,287,816	A	(1)	11,287,816	I	By IA Venture Strategies Fund II, LP(2)
Common Stock	03/26/2021		C		246,208	A	(1)	246,208	I	By IA Venture Strategies II Side Fund, LP(3)
Common Stock	03/26/2021		C		3,205,032	A	(1)	14,492,848	I	By IA Venture Strategies Fund II, LP(2)
Common Stock	03/26/2021		C		69,908	A	(1)	316,116	I	By IA Venture Strategies II Side Fund, LP(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed Preferred Stock	(1)	03/26/2021		C			11,287,816	(1)	(1)	Common Stock	11,287,816	$0.00	0	I	By IA Venture Strategies Fund II, LP(2)
Series Seed Preferred Stock	(1)	03/26/2021		C			246,208	(1)	(1)	Common Stock	246,208	$0.00	0	I	By IA Venture Strategies II Side Fund, LP(3)
Series A-1 Preferred Stock	(1)	03/26/2021		C			3,205,032	(1)	(1)	Common Stock	3,205,032	$0.00	0	I	By IA Venture Strategies Fund II, LP(2)
Series A-1 Preferred Stock	(1)	03/26/2021		C			69,908	(1)	(1)	Common Stock	69,908	$0.00	0	I	By IA Venture Strategies II Side Fund, LP(3)

Explanation of Responses:

1. Each share of the Issuer's Series Seed Preferred Stock and Series A-1 Preferred Stock automatically converted into one share of common stock of the Issuer immediately upon the closing of the Issuer's initial public offering ("IPO") and has no expiration date.

2. The shares are held by IA Venture Strategies Fund II, LP ("IAVS Fund II"). IA Venture Partners II, LLC is the general partner (the "General Partner") of IAVS Fund II. The General Partner has voting and investment control over the shares held by IAVS Fund II. Roger Ehrenberg, Bradford Gillespie and Jesse Beyroutey are the members of IA Venture Partners II, LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by this entity. Mr. Ehrenberg, Mr. Gillespie and Mr. Beyroutey disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.

3. The shares are held by IA Venture Strategies II Side Fund, LP ("IAVS Side Fund II"). IA Venture Partners II, LLC is the general partner of IAVS Side Fund II. The General Partner has voting and investment control over the shares held by IAVS Side Fund II. Roger Ehrenberg, Bradford Gillespie and Jesse Beyroutey are the members of IA Venture Partners II, LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by this entity. Mr. Ehrenberg, Mr. Gillespie and Mr. Beyroutey disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Jesse Beyroutey, Member	03/30/2021
	** 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 4 (b)(v).
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