Amendment: SEC Form SCHEDULE 13D/A filed by DigitalOcean Holdings Inc.
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Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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DigitalOcean Holdings, Inc. (Name of Issuer) |
Common Stock, $0.000025 par value (Title of Class of Securities) |
25402D102 (CUSIP Number) |
Alejandro Moreno
Access Industries, Inc., 40 West 57th St., 28th Floor
New York, NY, 10019
(212) 247-6400
Access Industries, Inc., 40 West 57th St., 28th Floor
New York, NY, 10019
(212) 247-6400
Langhorne S. Perrow
Access Industries, Inc., 40 West 57th St., 28th Floor
New York, NY, 10019
(212) 247-6400
Access Industries, Inc., 40 West 57th St., 28th Floor
New York, NY, 10019
(212) 247-6400
Nicholas P. Pellicani
Debevoise & Plimpton LLP, The Northcliffe, 28 Tudor Street
London, X0, EC4Y 0AY
44 20 7786 9000
Debevoise & Plimpton LLP, The Northcliffe, 28 Tudor Street
London, X0, EC4Y 0AY
44 20 7786 9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/07/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP Number(s): | 25402D102 |
| 1 |
Name of reporting person
Access Industries Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,953,451.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.04 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 13: All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 104,364,181 shares of Common Stock issued and outstanding as of April 30, 2026, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 5, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 25402D102 |
| 1 |
Name of reporting person
Access Industries Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
155,665.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.15 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 13: All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 104,364,181 shares of Common Stock issued and outstanding as of April 30, 2026, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 5, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | 25402D102 |
| 1 |
Name of reporting person
AI Droplet Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,797,786.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.89 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 13: All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 104,364,181 shares of Common Stock issued and outstanding as of April 30, 2026, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 5, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 25402D102 |
| 1 |
Name of reporting person
AI Droplet Sharing LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
155,665.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.15 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 13: All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 104,364,181 shares of Common Stock issued and outstanding as of April 30, 2026, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 5, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | 25402D102 |
| 1 |
Name of reporting person
AI Droplet Subsidiary LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
140,599.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.13 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 13: All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 104,364,181 shares of Common Stock issued and outstanding as of April 30, 2026, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 5, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | 25402D102 |
| 1 |
Name of reporting person
Len Blavatnik | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,953,451.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.04 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 13: All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 104,364,181 shares of Common Stock issued and outstanding as of April 30, 2026, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 5, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.000025 par value | |
| (b) | Name of Issuer:
DigitalOcean Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
105 Edgeview Drive, Suite 425, Broomfield,
COLORADO
, 80021. | |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D is being filed by Access Industries Management, LLC ("AIM"), Access Industries Holdings LLC ("AIH"), AI Droplet Holdings LLC ("Holdings"), AI Droplet Sharing LLC ("Sharing"), AI Droplet Subsidiary LLC ("Subsidiary") and Len Blavatnik (collectively, the "Reporting Persons", and each, a "Reporting Person") to report a change in the percentage of shares of common stock, $0.000025 par value per share (the "Common Stock"), of DigitalOcean Holdings, Inc. (the "Issuer") beneficially owned by the Reporting Persons.
The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on April 5, 2021, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on November 8, 2022, Amendment No 2. to the Schedule 13D filed by the Reporting Persons with the SEC on July 12, 2023, Amendment No. 3 to the Schedule 13D filed by the Reporting Persons with the SEC on August 12, 2024 and Amendment No. 4 to the Schedule 13D filed by the Reporting Persons with the SEC on June 6, 2025 (the "Schedule") is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 5. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The disclosure in Items 5(a) and (b) to the Schedule is hereby amended and restated as follows:
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference. | |
| (b) | The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference. | |
| (c) | On May 7, 2026 and May 11, 2026, Holdings sold an aggregate of 391,806 shares of Common Stock in open market transactions, the details of which are set forth on Annex A, filed as Exhibit 99.9 attached hereto and incorporated by reference. On May 11, 2026, Holdings distributed an aggregate of 23,688 shares of Common Stock to certain members of Holdings for no consideration. | |
| (d) | 21,657,187 shares of Common Stock are owned directly by Holdings and may be deemed to be beneficially owned by AIM and Len Blavatnik because (i) AIM is the sole manager of Holdings and (ii) Len Blavatnik controls AIM and a majority of the outstanding voting interests in Holdings. Each of the Reporting Persons (other than Holdings), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
155,665 shares of Common Stock are owned directly by Sharing and may be deemed to be beneficially owned by AIM, AIH and Len Blavatnik because (i) AIM is the sole manager of Sharing and AIH, (ii) AIH controls all of the outstanding voting interests in Sharing and (iii) Len Blavatnik controls AIM and a majority of the outstanding voting interests in AIH. Each of the Reporting Persons (other than Sharing), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
140,599 shares of Common Stock are owned directly by Subsidiary and may be deemed to be beneficially owned by AIM, Holdings and Len Blavatnik because (i) AIM is the sole manager of Subsidiary and Holdings, (ii) Holdings owns all of the equity interests in Subsidiary and (iii) Len Blavatnik controls AIM and a majority of the outstanding voting interests in Holdings. Each of the Reporting Persons (other than Subsidiary), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.9 Annex A
99.10 Joint Filing Agreement, dated as of May 11, 2026 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
*The above signed, by signing his name hereto, executes this Amendment No. 5 to Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |