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*
Spruill Yancey L.
(Last) (First) (Middle)
C/O DIGITALOCEAN HOLDINGS, INC.
101 6TH AVENUE
(Street)
NEW YORK NY 10013
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 11/20/2023 M 820,000 A $5.61 5,018,656 D
Common Stock 11/20/2023 S(1) 451,885 D $28.76(2) 4,566,771 D
Common Stock 11/21/2023 M 282,000 A $5.61 4,848,771 D
Common Stock 11/21/2023 S(1) 149,704 D $28.89(3) 4,699,067 D
Common Stock 11/22/2023 M 564,700 A $5.61 5,263,767 D
Common Stock 11/22/2023 S(1) 309,700 D $28.52(4) 4,954,067 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $5.61 11/20/2023 M 820,000 (5) 08/13/2029 Common Stock 820,000 $0 846,700 D
Stock Option (Right to Buy) $5.61 11/21/2023 M 282,000 (5) 08/13/2029 Common Stock 282,000 $0 564,700 D
Stock Option (Right to Buy) $5.61 11/22/2023 M 564,700 (5) 08/13/2029 Common Stock 564,700 $0 0 D
Explanation of Responses:
1. The transaction reported consists of shares sold by the Reporting Person to cover the Reporting Person's exercise price and tax obligations in connection with the option exercise disclosed in Table II.
2. The price reported in Column 4 is a weighted average price. These shares were sold in several transactions at prices ranging from $28.51-$29.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in several transactions at prices ranging from $28.51-$29.34, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
4. The price reported in Column 4 is a weighted average price. These shares were sold in several transactions at prices ranging from $28.33-$28.69, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.
5. One fourth of the shares underlying this option vested and became exercisable on August 13, 2020, and the remaining shares underlying this option vested in 36 equal monthly installments beginning on September 13, 2020, subject to the Reporting Person's continuous service with the Issuer on each such date.
Remarks:
/s/ Seth Zelnick, Attorney-in-Fact 11/22/2023
** 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.
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