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
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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*
Access Industries Holdings LLC

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FL

(Street)
NEW YORK NY 10019

(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 10% Owner
Officer (give title below) X Other (specify below)
Affiliate of 10% Owner
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)
Form filed by One Reporting Person
X 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 03/25/2021 P 2,127,659 A $47 25,865,449 I(1)(2)(3)(4) By LLCs
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
1. Name and Address of Reporting Person*
Access Industries Holdings LLC

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACCESS INDUSTRIES MANAGEMENT, LLC

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AI Droplet Holdings LLC

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH ST, 28TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AI Droplet Sharing LLC

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH ST, 28TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blavatnik Len

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AI Droplet Subsidiary LLC

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. The securities reported are held directly as follows: (i) 23,582,125 shares held directly by AI Droplet Holdings LLC, (ii) 155,665 shares held directly by AI Droplet Sharing LLC and (iii) 2,127,659 shares held directly by AI Droplet Subsidiary LLC.
2. Each of Access Industries Management, LLC ("AIM") and Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the shares held directly by AI Droplet Holdings LLC because (i) AIM is the sole manager of AI Droplet Holdings LLC and (ii) Mr. Blavatnik controls AIM and a majority of the outstanding voting interests in AI Droplet Holdings LLC. Each of AIM and Mr. Blavatnik and each of their affiliated entities and the officers, partners, members, and managers thereof, other than AI Droplet Holdings LLC, disclaims beneficial ownership of the shares held directly by AI Droplet Holdings LLC. Each of the reporting persons (other than AI Droplet Holdings LLC) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AI Droplet Holdings LLC) is the beneficial owner of such securities for any purpose.
3. Each of AIM, Access Industries Holdings LLC ("AIH") and Mr. Blavatnik may be deemed to beneficially own, and share investment and voting power over, the shares held directly by AI Droplet Sharing LLC because (i) AIM is the sole manager of AI Droplet Sharing LLC, (ii) AIH controls a majority of the outstanding voting interests in AI Droplet Sharing LLC and (iii) Mr. Blavatnik controls AIM and a majority of the outstanding voting interests in AIH. Each of AIM, AIH and Mr. Blavatnik and each of their affiliated entities and the officers, partners, members, and managers thereof, other than AI Droplet Sharing LLC, disclaims beneficial ownership of the shares held directly by AI Droplet Sharing LLC.
4. Each of AIM, AI Droplet Holdings LLC and Mr. Blavatnik may be deemed to beneficially own, and share investment and voting power over, the shares held directly by AI Droplet Subsidiary LLC because (i) AIM is the sole manager of AI Droplet Holdings LLC, (ii) AI Droplet Holdings LLC owns all of the equity interests in AI Droplet Subsidiary LLC and (iii) Mr. Blavatnik controls AIM and a majority of the outstanding voting interests in AI Droplet Holdings LLC. Each of AIM, AI Droplet Holdings LLC and Mr. Blavatnik and each of their affiliated entities and the officers, partners, members, and managers thereof, other than AI Droplet Subsidiary LLC, disclaims beneficial ownership of the shares held directly by AI Droplet Subsidiary LLC.
Remarks:
/s/ Alejandro Moreno for Access Industries Holdings LLC 03/30/2021
/s/ Alejandro Moreno for Access Industries Management, LLC 03/30/2021
/s/ Alejandro Moreno for AI Droplet Holdings LLC 03/30/2021
/s/ Alejandro Moreno for AI Droplet Sharing LLC 03/30/2021
/s/ Alejandro Moreno as Attorney-in-Fact for Mr. Blavatnik 03/30/2021
/s/ Alejandro Moreno for AI Droplet Subsidiary LLC 03/30/2021
** Signature of Reporting Person Date
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