Padmanabhan T. Srinivasan - Feb 12, 2024 Form 4 Insider Report for DigitalOcean Holdings, Inc. (DOCN)

Role: Chief Executive Officer, Director
Signature: /s/ Seth Zelnick, Attorney-in-Fact
Stock symbol: DOCN
Transactions as of: Feb 12, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/14/2024, 04:17 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DOCN	Common Stock	Award	$0	+470K		$0.00	470K	Feb 12, 2024	Direct	F1
transaction	DOCN	Common Stock	Award	$0	+290K	+61.62%	$0.00	760K	Feb 12, 2024	Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	The security represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 25% of the shares underlying these RSUs shall vest on March 1, 2025 and the remaining shares underlying these RSUs shall vest in 12 equal quarterly installments beginning on June 1, 2025, subject to the Reporting Person's continuous service with the Issuer on each such date.
F2	Represents the grant of performance-based restricted stock units ("PSUs"). Each PSU represents a contingent right to receive one share of common stock of the Issuer. If a stock price target described in footnote (3) is met during the first three years following the date of grant, 50% of the achieved PSUs shall vest on the third anniversary of the date of grant and 50% of the achieved PSUs shall vest on the fifth anniversary of the date of grant, subject to the Reporting Person's continuous service with the Issuer on each such date. If a stock price target described in footnote (3) is met following the third anniversary of the date of grant but prior to the fifth anniversary of the date of grant, 100% of the achieved PSUs shall vest on the fifth anniversary of the date of grant, subject with the Reporting Person's continuous service with the Issuer on such date.
F3	PSUs will be deemed achieved if the average closing price per share of the Issuer's common stock over a consecutive 60 trading day period between the date of grant and the five year anniversary of the date of grant meets or exceeds the following stock price targets (each a "Stock Price Target"): 48,295 PSUs upon the attainment of a Stock Price Target of $65.00; 48,294 PSUs upon the attainment of a Stock Price Target of $100.00; 96,589 PSUs upon the attainment of a Stock Price Target of $135.00; and 96,589 PSUs upon the attainment of a Stock Price Target of $170.00.