Andreessen Horowitz Fund III-Q Form 4 Change in insider ownership

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^*

Andreessen Horowitz Fund III, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)

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)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/26/2021		C		10,725,556	A	⁽¹⁾	10,725,556	I	By Andreessen Horowitz Fund III, L.P.⁽²⁾⁽³⁾
Common Stock	03/26/2021		C		3,656,192	A	⁽¹⁾	3,656,192	I	By AH Parallel Fund III, L.P.⁽⁴⁾⁽⁵⁾
Common Stock	03/26/2021		C		1,233,376	A	⁽¹⁾	4,889,568	I	By AH Parallel Fund III, L.P.⁽⁴⁾⁽⁵⁾
Common Stock	03/26/2021		C		32,434	A	⁽¹⁾	10,757,990	I	By Andreessen Horowitz Fund III, L.P.⁽²⁾⁽³⁾
Common Stock	03/26/2021		C		14,786	A	⁽¹⁾	4,904,354	I	By AH Parallel Fund III, L.P.⁽⁴⁾⁽⁵⁾

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	03/26/2021		C			10,725,556	⁽¹⁾	⁽¹⁾	Common Stock	10,725,556	$0.00	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	$0.00	0	I	By AH Parallel Fund III, L.P.⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	03/26/2021		C			1,233,376	⁽¹⁾	⁽¹⁾	Common Stock	1,233,376	$0.00	0	I	By AH Parallel Fund III, L.P.⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	03/26/2021		C			32,434	⁽¹⁾	⁽¹⁾	Common Stock	32,434	$0.00	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	$0.00	0	I	By AH Parallel Fund III, L.P.⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III-A, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III-B, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III-Q, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund III, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund III-A, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund III-B, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund III-Q, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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. 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:

This Form 4 is one of two Form 4s 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 4 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 4 to a maximum of 10 reporting persons.

	Andreessen Horowitz Fund III, LP, By: AH Equity Partners III, LLC, Its general partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	03/30/2021
	Andreessen Horowitz Fund III-A, LP, By: AH Equity Partners III, LLC, Its general partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	03/30/2021
	Andreessen Horowitz Fund III-B, LP, By: AH Equity Partners III, LLC, Its general partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	03/30/2021
	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	03/30/2021
	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	03/30/2021
	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	03/30/2021
	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	03/30/2021
	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	03/30/2021
	** 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).
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Andreessen Horowitz Fund III-Q Form 4Change in insider ownership