Jeffrey Scott Guy - Feb 22, 2022 Form 4 Insider Report for DigitalOcean Holdings, Inc. (DOCN)

Role: Chief Operating Officer
Signature: /s/ Seth Zelnick, Attorney-in-Fact
Stock symbol: DOCN
Transactions as of: Feb 22, 2022
Transactions value $: $29,991
Form type: 4
Date filed: 2/24/2022, 04:12 PM
Previous filing: Jan 20, 2022
Next filing: Mar 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DOCN	Common Stock	Options Exercise	$30K	+4.46K	+6.43%	$6.72^*	73.8K	Feb 22, 2022	Direct
transaction	DOCN	Common Stock	Award	$0	+71.6K	+97.03%	$0.00	145K	Feb 24, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DOCN	Stock Option (Right to Buy)	Options Exercise	$0	-4.46K	-1.2%	$0.00	366K	Feb 22, 2022	Common Stock	4.46K	$6.72	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The security represents the satisfaction of the performance-based vesting condition with respect to previously issued performance-based restricted stock units ("PSUs") based on the Issuer's 2021 financial performance. Each PSU represents a contingent right to receive one share of the Issuer's common stock. Under the terms of the PSUs, the degree of achievement of the performance-based vesting criteria was established upon the public announcement of the Issuer's 2021 financial results on February 24, 2022, and the number of shares reported reflects the extent of such achievement. The PSU remains subject to time-based vesting as follows: one third of the shares underlying the PSU shall vest on March 1, 2022 and the remaining shares underlying the PSU shall vest in eight equal quarterly installments beginning on June 1, 2022, subject to the Reporting Person's continuous service through each such vesting date.
F2	One fourth of the shares underlying this option vested and became exercisable on February 18, 2021, and the remaining shares underlying this option vest in 36 equal monthly installments beginning on March 18, 2021, subject to the Reporting Person's continuous service with the Issuer on each such date.

Content

The security represents the satisfaction of the performance-based vesting condition with respect to previously issued performance-based restricted stock units ("PSUs") based on the Issuer's 2021 financial performance. Each PSU represents a contingent right to receive one share of the Issuer's common stock. Under the terms of the PSUs, the degree of achievement of the performance-based vesting criteria was established upon the public announcement of the Issuer's 2021 financial results on February 24, 2022, and the number of shares reported reflects the extent of such achievement. The PSU remains subject to time-based vesting as follows: one third of the shares underlying the PSU shall vest on March 1, 2022 and the remaining shares underlying the PSU shall vest in eight equal quarterly installments beginning on June 1, 2022, subject to the Reporting Person's continuous service through each such vesting date.

One fourth of the shares underlying this option vested and became exercisable on February 18, 2021, and the remaining shares underlying this option vest in 36 equal monthly installments beginning on March 18, 2021, subject to the Reporting Person's continuous service with the Issuer on each such date.