| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DigitalOcean Holdings, Inc. [ DOCN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/26/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 11,287,816 | A | (1) | 11,287,816 | I | By IA Venture Strategies Fund II, LP(2) | ||
| Common Stock | 03/26/2021 | C | 246,208 | A | (1) | 246,208 | I | By IA Venture Strategies II Side Fund, LP(3) | ||
| Common Stock | 03/26/2021 | C | 3,205,032 | A | (1) | 14,492,848 | I | By IA Venture Strategies Fund II, LP(2) | ||
| Common Stock | 03/26/2021 | C | 69,908 | A | (1) | 316,116 | I | By IA Venture Strategies II Side Fund, LP(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 Seed Preferred Stock | (1) | 03/26/2021 | C | 11,287,816 | (1) | (1) | Common Stock | 11,287,816 | $0.00 | 0 | I | By IA Venture Strategies Fund II, LP(2) | |||
| Series Seed Preferred Stock | (1) | 03/26/2021 | C | 246,208 | (1) | (1) | Common Stock | 246,208 | $0.00 | 0 | I | By IA Venture Strategies II Side Fund, LP(3) | |||
| Series A-1 Preferred Stock | (1) | 03/26/2021 | C | 3,205,032 | (1) | (1) | Common Stock | 3,205,032 | $0.00 | 0 | I | By IA Venture Strategies Fund II, LP(2) | |||
| Series A-1 Preferred Stock | (1) | 03/26/2021 | C | 69,908 | (1) | (1) | Common Stock | 69,908 | $0.00 | 0 | I | By IA Venture Strategies II Side Fund, LP(3) | |||
| Explanation of Responses: |
| 1. Each share of the Issuer's Series Seed Preferred Stock and Series A-1 Preferred Stock automatically converted into one share of common stock of the Issuer immediately upon the closing of the Issuer's initial public offering ("IPO") and has no expiration date. |
| 2. The shares are held by IA Venture Strategies Fund II, LP ("IAVS Fund II"). IA Venture Partners II, LLC is the general partner (the "General Partner") of IAVS Fund II. The General Partner has voting and investment control over the shares held by IAVS Fund II. Roger Ehrenberg, Bradford Gillespie and Jesse Beyroutey are the members of IA Venture Partners II, LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by this entity. Mr. Ehrenberg, Mr. Gillespie and Mr. Beyroutey disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein. |
| 3. The shares are held by IA Venture Strategies II Side Fund, LP ("IAVS Side Fund II"). IA Venture Partners II, LLC is the general partner of IAVS Side Fund II. The General Partner has voting and investment control over the shares held by IAVS Side Fund II. Roger Ehrenberg, Bradford Gillespie and Jesse Beyroutey are the members of IA Venture Partners II, LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by this entity. Mr. Ehrenberg, Mr. Gillespie and Mr. Beyroutey disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein. |
| Remarks: |
| /s/ Jesse Beyroutey, Member | 03/30/2021 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
