AH Capital Management, L.L.C. - Aug 6, 2021 Form 4 Insider Report for DigitalOcean Holdings, Inc. (DOCN)

Role
10%+ Owner
Signature
AH Capital Management, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer
Stock symbol
DOCN
Transactions as of
Aug 6, 2021
Transactions value $
-$10,971,268
Form type
4
Date filed
8/10/2021, 09:50 PM
Next filing
Nov 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DOCN Common Stock Other $0 -2.69M -25% $0.00 8.07M Aug 6, 2021 By Andreessen Horowitz Fund III, L.P. F1, F2, F3
transaction DOCN Common Stock Other $0 -1.23M -25% $0.00 3.68M Aug 6, 2021 By AH Parallel Fund III, L.P. F4, F5, F6, F7
transaction DOCN Common Stock Other $0 +246K $0.00 246K Aug 6, 2021 By 1997 Horowitz Family Trust F8, F9
transaction DOCN Common Stock Other $0 +260K $0.00 260K Aug 6, 2021 By LAMA Community Trust F10, F11
transaction DOCN Common Stock Other $0 +10.6K $0.00 10.6K Aug 6, 2021 By AH Capital Management, L.L.C. F12, F13
transaction DOCN Common Stock Sale -$2.03M -38.8K -15.73% $52.46 208K Aug 9, 2021 By 1997 Horowitz Family Trust F9, F14
transaction DOCN Common Stock Sale -$5.72M -108K -52.13% $52.84 99.4K Aug 9, 2021 By 1997 Horowitz Family Trust F9, F15
transaction DOCN Common Stock Sale -$2.66M -49.4K -49.67% $53.84 50K Aug 9, 2021 By 1997 Horowitz Family Trust F9, F16
transaction DOCN Common Stock Sale -$397K -7.53K -71.07% $52.71 3.07K Aug 9, 2021 By AH Capital Management, L.L.C. F13, F17
transaction DOCN Common Stock Sale -$165K -3.07K -100% $53.70 0 Aug 9, 2021 By AH Capital Management, L.L.C. F13, F18
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 6, 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 limited partners 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.
F2 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 Ben 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.
F3 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 such person's pecuniary interest therein, if any.
F4 On August 6, 2021, 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 limited partners 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 the same date, 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.
F5 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.
F6 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 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.
F7 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 such person's pecuniary interest therein, if any.
F8 Represents shares received by the 1997 Horowitz Family Trust pursuant to pro rata distributions by the AH Fund III Entities, 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.
F9 These securities are held of record by the 1997 Horowitz Family Trust of which Ben Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ben Horowitz, disclaims beneficial ownership of these securities, 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 such person's pecuniary interest therein, if any.
F10 Represents shares received by the LAMA Community Trust pursuant to pro rata distributions by the AH Fund III Entities, 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.
F11 These securities are held of record by the LAMA Community Trust of which Marc Andreessen and his spouse are trustees. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, 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 such person's pecuniary interest therein, if any.
F12 Represents shares received by AH Capital Management, L.L.C. pursuant to pro rata distributions by AH EP III and AH EP III Parallel, for no consideration, of shares of the Issuer's Common Stock to their respective members. 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.
F13 These securities are held of record by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital Management, L.L.C. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Capital Management, L.L.C. 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 such person's pecuniary interest therein, if any.
F14 Represents the weighted average sale price. The shares were sold in multiple transactions at prices ranging from $51.62 to $52.615. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or the Issuer's stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (14) through (16) to this Form 4.
F15 Represents the weighted average sale price. The shares were sold in multiple transactions at prices ranging from $52.62 to $53.61.
F16 Represents the weighted average sale price. The shares were sold in multiple transactions at prices ranging from $53.63 to $54.00.
F17 Represents the weighted average sale price. The shares were sold in multiple transactions at prices ranging from $52.15 to $53.14. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or the Issuer's stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (17) and (18) to this Form 4.
F18 Represents the weighted average sale price. The shares were sold in multiple transactions at prices ranging from $53.31 to $53.99.

Remarks:

This Form 4 is one of two Form 4s filed relating to the same events. Combined, the two reports report the holdings and/or transactions for the following reporting persons: 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., AH Equity Partners III (Parallel), L.L.C., AH Capital Management, L.L.C., Benjamin Horowitz and Marc Andreessen. 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. Exhibit 24.1: Power of Attorney for Marc L. Andreessen and Power of Attorney for Benjamin Horowitz