Sec Form 4 Filing - LEVINE PETER @ 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 LEVINE PETER 2. Issuer Name and Ticker or Trading Symbol DigitalOcean Holdings, Inc. [ DOCN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O DIGITALOCEAN HOLDINGS, INC., 101 6TH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2021 (Street) NEW YORK, NY10013 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/26/2021 C 10,725,556 A 10,725,556 I By Andreessen Horowitz Fund III, L.P. ( 2 ) ( 3 ) Common Stock 03/26/2021 C 3,656,192 A 3,656,192 I By AH Parallel Fund III, L.P. ( 3 ) ( 4 ) Common Stock 03/26/2021 C 1,233,376 A 4,889,568 I By AH Parallel Fund III, L.P. ( 3 ) ( 4 ) Common Stock 03/26/2021 C 32,434 A 10,757,990 I By Andreessen Horowitz Fund III, L.P. ( 2 ) ( 3 ) Common Stock 03/26/2021 C 14,786 A 4,904,354 I By AH Parallel Fund III, L.P. ( 3 ) ( 4 )

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 ) 03/26/2021 C 10,725,556 ( 1 ) ( 1 ) Common Stock 10,725,556 $ 0 0 I By Andreessen Horowitz Fund III, L.P. ( 2 ) ( 3 ) Series A-1 Preferred Stock ( 1 ) 03/26/2021 C 3,656,192 ( 1 ) ( 1 ) Common Stock 3,656,192 $ 0 0 I By AH Parallel Fund III, L.P. ( 3 ) ( 4 ) Series B Preferred Stock ( 1 ) 03/26/2021 C 1,233,376 ( 1 ) ( 1 ) Common Stock 1,233,376 $ 0 0 I By AH Parallel Fund III, L.P. ( 3 ) ( 4 ) Series C Preferred Stock ( 1 ) 03/26/2021 C 32,434 ( 1 ) ( 1 ) Common Stock 32,434 $ 0 0 I By Andreessen Horowitz Fund III, L.P. ( 2 ) ( 3 ) Series C Preferred Stock ( 1 ) 03/26/2021 C 14,786 ( 1 ) ( 1 ) Common Stock 14,786 $ 0 0 I By AH Parallel Fund III, L.P. ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVINE PETER C/O DIGITALOCEAN HOLDINGS, INC. 101 6TH AVENUE NEW YORK, NY10013 X Signatures /s/ Jayne Munger, Attorney-in-Fact 03/30/2021 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 automatically converted 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.

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