Sec Form 3 Filing - Andreessen Horowitz Fund III, L.P. @ DigitalOcean Holdings, Inc. - 2021-03-23

FORM 3 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 Andreessen Horowitz Fund III, L.P. 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) 03/23/2021 (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

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 Series A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 10,725,556 I By Andreessen Horowitz Fund III, L.P. ( 2 ) ( 3 ) Series A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 3,656,192 I By AH Parallel Fund III, L.P. ( 4 ) ( 5 ) Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,233,376 I By AH Parallel Fund III, L.P. ( 4 ) ( 5 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 32,434 I By Andreessen Horowitz Fund III, L.P. ( 2 ) ( 3 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 14,786 I By AH Parallel Fund III, L.P. ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 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 Signatures Andreessen Horowitz Fund III, LP, By: AH Equity Partners III, LLC, Its general partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 03/23/2021 Signature of Reporting Person Date Andreessen Horowitz Fund III-A, LP, By: AH Equity Partners III, LLC, Its general partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 03/23/2021 Signature of Reporting Person Date Andreessen Horowitz Fund III-B, LP, By: AH Equity Partners III, LLC, Its general partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 03/23/2021 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 03/23/2021 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 03/23/2021 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 03/23/2021 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 03/23/2021 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 03/23/2021 Signature of Reporting Person Date

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 )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 its pecuniary interest, if any, in the securities by virtue of its interest in the AH Fund III Entities and/or AH EP III, 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. ( 5 )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 its pecuniary interest, if any, in the securities by virtue of its interest in the AH Parallel Fund III Entities and/or AH EP III Parallel, as applicable.

Remarks: No Table I securities beneficially owned.This Form 3 is one of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: Marc L. Andreessen, Benjamin A. Horowitz, 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. and AH Equity Partners III (Parallel), L.L.C. This Form 3 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 3 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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