SEC Form SC 13G filed by DigitalOcean Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2

(Amendment No. __)

DigitalOcean Holdings, Inc. 

(Name of Issuer)

Common Stock

(Title of Class of Securities)

25402D102 

(CUSIP Number)

September 30th, 2024

(Date of Event Which Requires Filing of the Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Beyroutey disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.

  DigitalOcean Holdings, Inc.

  101 Avenue of the Americas

  10^th Floor

  New York, NY, 10013

  IA Venture Strategies Fund II, LP

  IA Venture Strategies II Side Fund, LP

  920 Broadway, 15^th Floor

  New York, NY 10010

  Organized in Delaware

  Common Stock

  25402D102

  Not applicable

  Not applicable

  Not applicable

2. The shares are held by IA Venture Strategies Fund II, LP (“IAVS Fund II”). IA Venture Partners II, LLC is the general partner of IAVS Fund II. The General Partner has voting and investment control over the shares held by IAVS Fund II. Roger Ehrenberg, Bradford Gillespie and Jesse Beyroutey are the members of IA Venture Partners II, LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by this entity. Mr. Ehrenberg, Mr. Gillespie and Mr. Beyroutey disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.

3. The shares are held by IA Venture Strategies II Side Fund, LP ("IAVS Side Fund II"). IA Venture Partners II, LLC is the general partner of IAVS Side Fund II. The General Partner has voting and investment control over the shares held by IAVS Side Fund II. Roger Ehrenberg, Bradford Gillespie and Jesse Beyroutey are the members of IA Venture Partners II, LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by this entity. Mr. Ehrenberg, Mr. Gillespie and Mr. Beyroutey disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.

  Not applicable.

  Not applicable.

  Not applicable.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: 11/13/2024

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934 (the “Act”), the undersigned hereby agree to file jointly the Statement on Schedule 13G and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Act. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto. In evidence thereof, the undersigned hereby execute this agreement as of the 13^th day of November, 2024.