Sec Form 4 Filing - Access Industries Holdings LLC @ DigitalOcean Holdings, Inc. - 2021-03-26

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 Access Industries Holdings LLC 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 (Last) (First) (Middle) C/O ACCESS INDUSTRIES, INC., 40 WEST 57TH STREET, 28TH FL 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2021 (Street) NEW YORK, NY10019 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 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 (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 Access Industries Holdings LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FL NEW YORK, NY10019 Affiliate of 10% Owner ACCESS INDUSTRIES MANAGEMENT, LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY10019 Affiliate of 10% Owner AI Droplet Holdings LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH ST, 28TH FL NEW YORK, NY10019 X AI Droplet Sharing LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH ST, 28TH FL NEW YORK, NY10019 X Blavatnik Len C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FL NEW YORK, NY10019 Affiliate of 10% Owner AI Droplet Subsidiary LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FL NEW YORK, NY10019 X Signatures /s/ Alejandro Moreno for Access Industries Holdings LLC 03/30/2021 Signature of Reporting Person Date /s/ Alejandro Moreno for Access Industries Management, LLC 03/30/2021 Signature of Reporting Person Date /s/ Alejandro Moreno for AI Droplet Holdings LLC 03/30/2021 Signature of Reporting Person Date /s/ Alejandro Moreno for AI Droplet Sharing LLC 03/30/2021 Signature of Reporting Person Date /s/ Alejandro Moreno as Attorney-in-Fact for Mr. Blavatnik 03/30/2021 Signature of Reporting Person Date /s/ Alejandro Moreno for AI Droplet Subsidiary LLC 03/30/2021 Signature of Reporting Person Date

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.

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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