SEC Form 4
| 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) 11/19/2021 | ||||||||||||||||||||||||||
| 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 | 11/19/2021 | J(1) | 2,689,498 | D | $0.00 | 5,378,994 | I | By Andreessen Horowitz Fund III, L.P.(2)(3) | ||
| Common Stock | 11/19/2021 | J(4) | 1,226,089 | D | $0.00 | 2,452,176 | I | By AH Parallel Fund III, L.P.(3)(5) | ||
| Common Stock | 11/19/2021 | J(6) | 73,903 | A | $0.00 | 140,920 | I | By Red Brick Special Investments SPV, LLC(7) | ||
| Common Stock | 11/19/2021 | J(8) | 15,639 | A | $0.00 | 29,836(9) | I | By Trust(10) | ||
| Common Stock | 11/19/2021 | J(11) | 15,639 | A | $0.00 | 29,836(9) | I | By Trust(12) | ||
| 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 | ||||||||
| Explanation of Responses: |
| 1. On 11/19/2021, 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 L.P.'s 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 (the "Act"). |
| 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 Benjamin 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. Mr. Levine is a member of the general partners of the AH Fund III Entities and the AH Parallel Fund III Entities (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. On 11/19/21, 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 L.P.'s 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 11/19/2021, 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. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Act |
| 5. 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 Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities. |
| 6. Represents shares received by Red Brick Special Investments SPV, LLC pursuant to pro rata distributions by the AH Fund III Entities and 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. |
| 7. These securities are held of record by Red Brick Special Investments SPV, LLC of which the Reporting Person is the manager. As manager, the Reporting Person has the sole voting and investment power over the shares held by Red Brick Special Investments SPV, LLC. |
| 8. Represents shares received by The Summit Peak Trust pursuant to pro rata distributions by the AH Fund III Entities and 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. Shares reported as held by this trust prior to the distributions reported herein were received in distributions reported by the Reporting Person on August 10, 2021, but were inadvertently omitted from the prior filing. The acquisition of such shares were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the 1934 Act. |
| 10. These securities are held by The Summit Peak Trust, a trust of which the Reporting Person is the trustee and a beneficiary. As trustee, the Reporting Person has the sole voting and investment power over the shares held by the Summit Peak Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 11. Represents shares received by the TO Gift Trust uta dtd 12-14-2012 pursuant to pro rata distributions by the AH Fund III Entities and 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. |
| 12. These securities are held by the TO Gift Trust uta dtd 12-14-2012, a trust for the benefit of the Reporting Person's children and of which the Reporting Person serves as investment manager. As investment manager, the Reporting Person has the sole voting and investment power over the shares held by Red Brick Special Investments SPV, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Jayne Munger, Attorney-in-Fact | 11/22/2021 | |
| ** 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. | ||