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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SC XII MANAGEMENT LLC

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2018

3. Issuer Name and Ticker or Trading Symbol
DROPBOX, INC. [ DBX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	39,073,599	⁽¹⁾	I	By Sequoia Capital XII, LP⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	4,176,079	⁽¹⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,462,080	⁽¹⁾	I	By Sequoia Technology Partners XII, LP⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	36,787,659	⁽¹⁾	I	By Sequoia Capital XII, LP⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,931,759	⁽¹⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,376,520	⁽¹⁾	I	By Sequoia Technology Partners XII, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	317,886	⁽¹⁾	I	By Sequoia Capital XII, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	33,974	⁽¹⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	11,894	⁽¹⁾	I	By Sequoia Technology Partners XII, LP⁽²⁾

1. Name and Address of Reporting Person^*

SC XII MANAGEMENT LLC

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XII A DELAWARE L P

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XII PRINCIPALS FUND LLC

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of preferred stock will automatically convert into Class B common stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering and has no expiration.

2. SC XII Management, LLC ("SC XII Management") is the general partner of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC. As a result, SC XII Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital XII, L.P., Sequoia Technology Partners XII, L.P. and Sequoia Capital XII Principals Fund, LLC. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC	03/22/2018
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P.	03/22/2018
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund LLC	03/22/2018
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P.	03/22/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                    Exhibit 24.1

                           LIMITED POWER OF ATTORNEY
                          FOR CERTAIN FILINGS WITH THE
                       SECURITIES AND EXCHANGE COMMISSION

      Know all by these presents that the undersigned hereby constitutes and
appoints each of Chris Cooper, Marie Klemchuk and Jung Yeon Son the
undersigned's true and lawful attorney-in-fact to:

     (1)   Execute for and on behalf of the undersigned, in the undersigned's
           capacity as an officer, director and/or stockholder of any entity
           affiliated with Sequoia Capital Operations, LLC or any corporation or
           other person in which an investment fund affiliated with Sequoia
           Capital Operations, LLC makes an investment (each, a "Company"),
           Forms 3, 4, and 5 and amendments thereto in accordance with Section
           16(a) of the Securities Exchange Act of 1934, as amended (the "1934
           Act"),  and the rules thereunder, as well as any reports on Schedules
           13D or 13G or Forms 13F or 13H and amendments thereto in each case in
           accordance with Section 13 of the 1934 Act and the rules thereunder
           or any Forms 144 in accordance with Rule 144 under the Securities Act
           of 1933, as amended (the "1933 Act");

     (2)   Do and perform any and all acts for and on behalf of the undersigned
           which may be necessary or desirable to complete and execute any such
           Form 3, 4, or 5, Schedule 13D, Schedule 13G, Form 13F, Form 13H or
           Form 144 or amendment thereto and timely file such form with the
           United States Securities and Exchange Commission (the "SEC") and any
           stock exchange or similar authority; and

     (3)   Take any other action of any type whatsoever which, in the opinion of
           such attorney-in-fact, may be necessary or desirable in connection
           with the foregoing authority, it being understood that the documents
           executed by such attorney-in-fact on behalf of the undersigned
           pursuant to this Limited Power of Attorney shall be in such form and
           shall contain such terms and conditions as such attorney-in-fact may
           approve.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or any such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is any Company assuming, any of the undersigned's responsibilities
to comply with Section 13 or Section 16 of the 1934 Act or Rule 144 under the
1933 Act.

      This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.  This Limited Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.

                               [Signature Page Follows]


IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to
be executed as of May 2, 2017.


By:  /s/ Douglas M. Leone
    ----------------------
     Douglas M. Leone