SC 13G 1 tm226123d5_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

DigitalOcean Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

25402D102

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 12 Pages

Exhibit Index Contained on Page 11

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1	NAME OF REPORTING PERSONS Andreessen Horowitz Fund III, L.P. (“AH III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 5,378,994 shares, for itself and as nominee for Andreessen Horowitz Fund III-A, L.P. (“AH III-A”), Andreessen Horowitz Fund III-B, L.P. (“AH III-B”) and Andreessen Horowitz Fund III-Q, L.P. (“AH III-Q”), except that AH Equity Partners III, L.L.C. (“AH Equity III”), the general partner of AH III, may be deemed to have sole power to vote these shares, and Marc Andreessen (“Andreessen”) and Benjamin Horowitz (“Horowitz”), the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 5,378,994 shares, for itself and as nominee for AH III-A, AH III-B and AH III-Q, except that AH Equity III, the general partner of AH III, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	5,378,994
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	4.9%¹
12	TYPE OF REPORTING PERSON	PN

¹Based on 109,166,409 shares of the Issuer’s Common Stock outstanding as of October 28, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

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1	NAME OF REPORTING PERSONS AH Equity Partners III, L.L.C. (“AH Equity III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 5,378,994 shares, all of which are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q. AH Equity III, the general partner of AH III, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 5,378,994 shares, all of which are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q. AH Equity III, the general partner of AH III, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	5,378,994
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	4.9%¹
12	TYPE OF REPORTING PERSON	OO

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1	NAME OF REPORTING PERSONS AH Parallel Fund III, L.P. (“AH Parallel III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 2,452,176 shares, for itself and as nominee for AH Parallel Fund III-A, L.P. (“AH Parallel III-A”), AH Parallel Fund III-B, L.P. (“AH Parallel III-B”), and AH Parallel Fund III-Q, L.P. (“AH Parallel III-Q”), except that AH Equity Partners III (Parallel), L.L.C. (“AH Equity Parallel III”), the general partner of AH Parallel III, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 2,452,176 shares, for itself and as nominee for AH Parallel Fund III-A, AH Parallel III-B, and AH Parallel III-Q, except that AH Equity Parallel III, the general partner of AH Parallel III, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	2,452,176
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.2%¹
12	TYPE OF REPORTING PERSON	PN

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1	NAME OF REPORTING PERSONS AH Equity Partners III (Parallel), L.L.C. (“AH Equity Parallel III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 2,452,176 shares, all of which are held of record by AH Parallel III, for itself and as nominee for AH Parallel III-A, AH Parallel III-B, and AH Parallel III-Q. AH Equity Parallel III, the general partner of AH Parallel III, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 2,452,176 shares, all of which are held of record by AH Parallel III, for itself and as nominee for AH Parallel III-A, AH Parallel III-B, and AH Parallel III-Q. AH Equity Parallel III, the general partner of AH Parallel III, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	2,452,176
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.2%¹
12	TYPE OF REPORTING PERSON	OO

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1	NAME OF REPORTING PERSONS Marc Andreessen (“Andreessen”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 8,378,623 shares, of which (a) 5,378,994 are held of record by AH III, for itself and as nominee for AH III-A, AH III-B, and AH III-Q, (b) 2,452,176 are held of record by AH Parallel III, for itself and as nominee for AH Parallel III-A, AH Parallel III-B, and AH Parallel III-Q, and (c) 547,453 are held of record by a family trust. Andreessen is (i) a managing member of AH Equity III, the general partner of AH III, (ii) a managing member of AH Equity Parallel III, the general partner of AH Parallel III, and (iii) a trustee of his family trust, and may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 8,378,623 shares, of which (a) 5,378,994 are held of record by AH III, for itself and as nominee for AH III-A, AH III-B, and AH III-Q, (b) 2,452,176 are held of record by AH Parallel III, for itself and as nominee for AH Parallel III-A, AH Parallel III-B, and AH Parallel III-Q, and (c) 547,453 are held of record by a family trust. Andreessen is (i) a managing member of AH Equity III, the general partner of AH III, (ii) a managing member of AH Equity Parallel III, the general partner of AH Parallel III, and (iii) a trustee of his family trust, and may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	8,378,623
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	7.7%¹
12	TYPE OF REPORTING PERSON	IN

¹ Based on 109,166,409 shares of the Issuer’s Common Stock outstanding as of October 28, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

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1	NAME OF REPORTING PERSONS Benjamin Horowitz (“Horowitz”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 7,855,310 shares, of which (a) 5,378,994 are held of record by AH III, for itself and as nominee for AH III-A, AH III-B, and AH III-Q, (b) 2,452,176 are held of record by AH Parallel III, for itself and as nominee for AH Parallel III-A, AH Parallel III-B, and AH Parallel III-Q, and (c) 24,140 are held of record by a family trust. Horowitz is (i) a managing member of AH Equity III, the general partner of AH III, (ii) a managing member of AH Equity Parallel III, the general partner of AH Parallel III, and (iii) a trustee of his family trust, and may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 7,855,310 shares, of which (a) 5,378,994 are held of record by AH III, for itself and as nominee for AH III-A, AH III-B, and AH III-Q, (b) 2,452,176 are held of record by AH Parallel III, for itself and as nominee for AH Parallel III-A, AH Parallel III-B, and AH Parallel III-Q, and (c) 24,140 are held of record by a family trust. Horowitz is (i) a managing member of AH Equity III, the general partner of AH III, and (ii) a managing member of AH Equity Parallel III, the general partner of AH Parallel III, and (iii) a trustee of his family trust, and may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	7,855,310
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	7.2%¹
12	TYPE OF REPORTING PERSON	IN

¹ Based on 109,166,409 shares of the Issuer’s Common Stock outstanding as of October 28, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

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ITEM 1(A).

NAME OF ISSUER

DigitalOcean Holdings, Inc.

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

101 6^th Avenue

New York, NY 10013

ITEM 2(A).

NAME OF PERSONS FILING

This Schedule 13G is filed by Andreessen Horowitz Fund III, L.P., a Delaware limited partnership (“AH III”), AH Equity Partners III, L.L.C., a Delaware limited liability company (“AH Equity III”), AH Parallel Fund III, L.P., a Delaware limited partnership (“AH Parallel III”), AH Equity Partners III (Parallel), L.L.C., a Delaware limited liability company (“AH Equity Parallel III”), Marc Andreessen (“Andreessen”) and Benjamin Horowitz (“Horowitz”). The foregoing entities and individuals are collectively referred to herein as the “Reporting Persons.”

AH Equity III is the general partner of AH III and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH III 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. Andreessen and Horowitz are managing members of AH Equity III and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH III for itself and as nominee.

AH Equity Parallel III is the general partner of AH Parallel III and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH Parallel III 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. Andreessen and Horowitz are managing members of AH Equity Parallel III and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Parallel III for itself and as nominee.

ITEM 2(B).

ADDRESS OF PRINCIPAL BUSINESS OFFICE

The address for each of the Reporting Persons is:

Andreessen Horowitz

2865 Sand Hill Road, Suite 101

Menlo Park, CA 94025

ITEM 2(C)

CITIZENSHIP

See Row 4 of cover page for each Reporting Person.

ITEM 2(D)

TITLE OF CLASS OF SECURITIES

Common Stock, $0.000025 par value per share.

ITEM 2(E)

CUSIP NUMBER

25402D102

ITEM 3.

Not applicable.

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ITEM 4.

OWNERSHIP

The following information with respect to the beneficial ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of December 31, 2021.

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreements of each of AH III and AH Parallel III and the limited liability company agreements of AH Equity III and AH Equity Parallel III, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or a member, as the case may be.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10.

CERTIFICATION.

Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022

	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
	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

	AH Equity Partners III, L.L.C.

	By:	/s/ Scott Kupor
		Scott Kupor, Chief Operating Officer

	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
	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

	AH Equity Partners III (Parallel), L.L.C.

	By:	/s/ Scott Kupor
		Scott Kupor, Chief Operating Officer

	Marc Andreessen

	/s/ Scott Kupor
	Scott Kupor, Attorney-in-fact for Marc Andreessen*


	Benjamin Horowitz

	/s/ Scott Kupor
	Scott Kupor, Attorney-in-fact for Benjamin Horowitz*

*Signed pursuant to a Power of Attorney already on file with the Securities and Exchange Commission.

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EXHIBIT INDEX

Found on

Sequentially

Exhibit

Numbered Page

Exhibit A: Agreement of Joint Filing

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exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of DigitalOcean Holdings, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 14, 2022

	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
	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

	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
	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

	AH Equity Partners III, L.L.C.

	By:	/s/ Scott Kupor
		Scott Kupor, Chief Operating Officer

	AH Equity Partners III (Parallel), L.L.C.

	By:	/s/ Scott Kupor
		Scott Kupor, Chief Operating Officer

	Marc Andreessen

	/s/ Scott Kupor
	Scott Kupor, Attorney-in-fact for Marc Andreessen*


	Benjamin Horowitz

	/s/ Scott Kupor
	Scott Kupor, Attorney-in-fact for Benjamin Horowitz*

*Signed pursuant to a Power of Attorney already on file with the Securities and Exchange Commission.

SEC Form SC 13G filed by DigitalOcean Holdings Inc.