Sec Form 4 Filing - AH Equity Partners III, L.L.C. @ DigitalOcean Holdings, Inc. - 2021-08-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person AH Equity Partners III, L.L.C. 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) (Last) (First) (Middle) 2865 SAND HILL ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2021 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/06/2021 J( 1 ) 2,689,498 D $ 0 8,068,492 I By Andreessen Horowitz Fund III, L.P. ( 2 ) ( 3 ) Common Stock 08/06/2021 J( 4 )( 5 ) 1,226,089 D $ 0 3,678,265 I By AH Parallel Fund III, L.P. ( 6 ) ( 7 ) Common Stock 08/06/2021 J( 8 ) 246,368 A $ 0 246,368 I By 1997 Horowitz Family Trust ( 9 ) Common Stock 08/06/2021 J( 10 ) 260,395 A $ 0 260,395 I By LAMA Community Trust ( 11 ) Common Stock 08/06/2021 J( 12 ) 10,599 A $ 0 10,599 I By AH Capital Management, L.L.C. ( 13 ) Common Stock 08/09/2021 S 38,756 D $ 52.46 ( 14 ) 207,612 I By 1997 Horowitz Family Trust ( 9 ) Common Stock 08/09/2021 S 108,226 D $ 52.84 ( 15 ) 99,386 I By 1997 Horowitz Family Trust ( 9 ) Common Stock 08/09/2021 S 49,364 D $ 53.84 ( 16 ) 50,022 I By 1997 Horowitz Family Trust ( 9 ) Common Stock 08/09/2021 S 7,533 D $ 52.71 ( 17 ) 3,066 I By AH Capital Management, L.L.C. ( 13 ) Common Stock 08/09/2021 S 3,066 D $ 53.7 ( 18 ) 0 I By AH Capital Management, L.L.C. ( 13 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AH Equity Partners III, L.L.C. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund III, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund III-A, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund III-B, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund III-Q, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund III, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund III-A, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund III-B, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund III-Q, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X AH Equity Partners III (Parallel), L.L.C. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Signatures AH Equity Partners III, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 08/10/2021 Signature of Reporting Person Date Andreessen Horowitz Fund III, L.P., By: AH Equity Partners III, L.L.C., Its General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 08/10/2021 Signature of Reporting Person Date Andreessen Horowitz Fund III-A, L.P., By: AH Equity Partners III, L.L.C., Its General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 08/10/2021 Signature of Reporting Person Date Andreessen Horowitz Fund III-B, L.P., By: AH Equity Partners III, L.L.C., Its General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 08/10/2021 Signature of Reporting Person Date Andreessen Horowitz Fund III-Q, L.P., By: AH Equity Partners III, L.L.C., Its General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 08/10/2021 Signature of Reporting Person Date AH Parallel Fund III, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 08/10/2021 Signature of Reporting Person Date AH Parallel Fund III-A, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 08/10/2021 Signature of Reporting Person Date AH Parallel Fund III-B, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 08/10/2021 Signature of Reporting Person Date AH Parallel Fund III-Q, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 08/10/2021 Signature of Reporting Person Date AH Equity Partners III (Parallel), L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 08/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 6, 2021, 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") distributed, for no consideration, an aggregate of 2,689,498 shares of the Issuer's Common Stock (the "AH Fund III Shares") to their respective limited partners and to AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, representing each such partner's pro rata interest in such AH Fund III Shares. On the same date, AH EP III distributed, for no consideration, the AH Fund III Shares it received in the distribution by the AH Fund III Entities to its members, representing each such member's pro rata interest in such AH Fund III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. ( 2 )These securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for the other AH Fund III Entities. AH EP III, the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the securities held by the AH Fund III Entities. Marc Andreessen and Ben Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by the AH Fund III Entities. ( 3 )Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. ( 4 )On August 6, 2021, 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") distributed, for no consideration, an aggregate of 1,226,089 shares of the Issuer's Common Stock (the "AH Parallel Fund III Shares") to their respective limited partners and to AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel"), the general partner of the AH Parallel Fund III Entities, representing each such partner's pro rata interest in such AH Parallel Fund III Shares. On the same date, AH EP III Parallel distributed, for no consideration, the AH Parallel Fund III Shares it received in the distribution by the AH Parallel Fund III Entities to its members, representing each such member's pro rata interest in such AH Parallel Fund III Shares. ( 5 )All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. ( 6 )These securities are held by AH Parallel Fund III, L.P., for itself and as nominee for the other AH Parallel Fund III Entities. 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. ( 7 )Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. ( 8 )Represents shares received by the 1997 Horowitz Family Trust pursuant to pro rata distributions by the AH Fund III Entities, the AH Parallel Fund III Entities, AH EP III and AH EP III Parallel, for no consideration, of shares of the Issuer's Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. ( 9 )These securities are held of record by the 1997 Horowitz Family Trust of which Ben Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ben Horowitz, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. ( 10 )Represents shares received by the LAMA Community Trust pursuant to pro rata distributions by the AH Fund III Entities, the AH Parallel Fund III Entities, AH EP III and AH EP III Parallel, for no consideration, of shares of the Issuer's Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. ( 11 )These securities are held of record by the LAMA Community Trust of which Marc Andreessen and his spouse are trustees. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. ( 12 )Represents shares received by AH Capital Management, L.L.C. pursuant to pro rata distributions by AH EP III and AH EP III Parallel, for no consideration, of shares of the Issuer's Common Stock to their respective members. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. ( 13 )These securities are held of record by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital Management, L.L.C. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Capital Management, L.L.C. and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. ( 14 )Represents the weighted average sale price. The shares were sold in multiple transactions at prices ranging from $51.62 to $52.615. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or the Issuer's stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (14) through (16) to this Form 4. ( 15 )Represents the weighted average sale price. The shares were sold in multiple transactions at prices ranging from $52.62 to $53.61. ( 16 )Represents the weighted average sale price. The shares were sold in multiple transactions at prices ranging from $53.63 to $54.00. ( 17 )Represents the weighted average sale price. The shares were sold in multiple transactions at prices ranging from $52.15 to $53.14. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or the Issuer's stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (17) and (18) to this Form 4. ( 18 )Represents the weighted average sale price. The shares were sold in multiple transactions at prices ranging from $53.31 to $53.99.

Remarks: This Form 4 is one of two Form 4s filed relating to the same events. Combined, the two reports report the holdings and/or transactions for the following reporting persons: Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., Andreessen Horowitz Fund III-Q, L.P., AH Parallel Fund III, L.P., AH Parallel Fund III-A, L.P., AH Parallel Fund III-B L.P., AH Parallel Fund III-Q, L.P., AH Equity Partners III, L.L.C., AH Equity Partners III (Parallel), L.L.C., AH Capital Management, L.L.C., Benjamin Horowitz and Marc Andreessen. This Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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