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 * Butte Amy 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
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O DIGITALOCEAN HOLDINGS, INC., 101 6TH AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)
8/9/2021
(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  8/9/2021    M    12000.00  A $3.43  41000.00  I  See Footnote (1)
Common Stock  8/9/2021    S    12000.00  D $52.68 (2) 29000.00  I  See Footnote (1)
Common Stock  8/9/2021    S    18000.00  D $52.76 (3) 11000.00  I  See Footnote (1)

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
Stock Option (Right to buy)  $3.43  8/9/2021    M        12000.00    (4) 4/16/2028  Common Stock  12000.00  $0.00  59000.00  I  See Footnote (1)

Explanation of Responses:
(1)  Securities are held by Plato Partners LLC, of which the Reporting Person owns substantially all of the ownership interests. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in several transactions at prices ranging from $52.51-$52.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in several transactions at prices ranging from $52.55-$52.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
(4)  The shares underlying this option vest in 48 equal monthly installments beginning on May 16, 2018, subject to the Reporting Person's continuous service with the Issuer on each such date.

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



Signatures
/s/ Seth Zelnick, Attorney-in-Fact 8/11/2021
**Signature of Reporting Person Date
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