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^*

LEVINE PETER

(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)
03/23/2021

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	10,725,556	⁽¹⁾	I	By Andreessen Horowitz Fund III, L.P.⁽²⁾⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,656,192	⁽¹⁾	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,233,376	⁽¹⁾	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	32,434	⁽¹⁾	I	By Andreessen Horowitz Fund III, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,786	⁽¹⁾	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁴⁾

Explanation of Responses:

1. 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.

2. 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.

3. Mr. Levine is a member of the general partners of the AH Fund III Entities and the AH Parallel Fund III Entities (as defined herein, together, the "Andreessen Horowitz Entities"), but he disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of his interest in the Andreessen Horowitz Entities, and/or the general partner entities thereof, as applicable.

4. 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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney No Table I securities beneficially owned.

	/s/ Jayne Munger, Attorney-in-Fact	03/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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