Alan Shapiro - Feb 24, 2022 Form 4 Insider Report for DigitalOcean Holdings, Inc. (DOCN)

Role: General Counsel
Signature: /s/ Seth Zelnick, Attorney-in-Fact
Stock symbol: DOCN
Transactions as of: Feb 24, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/24/2022, 04:18 PM
Previous filing: Jan 28, 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	Award	$0	+42.5K	+23.76%	$0.00	221K	Feb 24, 2022	Direct	F1

* 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.

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.