FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Spruill Yancey L. 2. Issuer Name and Ticker or Trading Symbol DigitalOcean Holdings, Inc. [ DOCN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)         (First)         (Middle)
C/O DIGITALOCEAN HOLDINGS, INC., 101 6TH AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)
7/27/2021
(Street)
NEW YORK, NY 10013
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 7/27/2021    A    3000000 (2)(3)(4) A $0.00  3140000  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  This security represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.
(2)  Represents the grant of performance-based restricted stock units ("PSUs") under the DigitalOcean Holdings, Inc. 2021 Equity Incentive Plan. The PSUs will vest on the first date upon which both the time-based service requirement and the stock price requirement of the award are satisfied as more fully described in footnotes (3) and (4) herein, in each case subject to the Reporting Person providing continuous service to the Issuer on each such date.
(3)  With respect to the time-based service requirement, the PSUs will vest as to 14% of the total number of shares on each of the first five anniversaries of the grant date beginning on July 27, 2022, and 15% of the total number of shares on each of the two subsequent anniversaries of the grant date beginning on July 27, 2027.
(4)  With respect to the stock price requirement, the PSUs will vest on the date on which the average closing price per share of the Issuer's common stock over a consecutive 90 trading day period between the date of grant and July 27, 2028 first meets or exceeds the following stock price targets (each a "Stock Price Target"): 475,000 PSUs will vest upon the attainment of a Stock Price Target of $93.50; 575,000 PSUs will vest upon the attainment of a Stock Price Target of $140.00; 650,000 PSUs will vest upon the attainment of a Stock Price Target of $187.00; 650,000 PSUs will vest upon the attainment of a Stock Price Target of $233.50; and 650,000 PSUs will vest upon the attainment of a Stock Price Target of $280.50.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Spruill Yancey L.
C/O DIGITALOCEAN HOLDINGS, INC.
101 6TH AVENUE
NEW YORK, NY 10013
X
Chief Executive Officer

Signatures
/s/ Jayne Munger, Attorney-in-Fact 7/28/2021
**Signature of Reporting Person Date
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