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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	03/27/2018		C			39,073,599	⁽¹⁾	⁽¹⁾	Class B Common Stock	39,073,599	$0.00	0	I	By Sequoia Capital XII, LP⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	03/27/2018		C			36,787,659	⁽¹⁾	⁽¹⁾	Class B Common Stock	36,787,659	$0.00	0	I	By Sequoia Capital XII, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	03/27/2018		C			317,886	⁽¹⁾	⁽¹⁾	Class B Common Stock	317,886	$0.00	0	I	By Sequoia Capital XII, LP⁽²⁾
Class B Common Stock	⁽³⁾	03/27/2018		C		76,179,144		⁽³⁾	⁽³⁾	Class A Common Stock	76,179,144	$0.00	76,179,144	I	By Sequoia Capital XII, LP⁽²⁾
Series A Preferred Stock	⁽¹⁾	03/27/2018		C			4,176,079	⁽¹⁾	⁽¹⁾	Class B Common Stock	4,176,079	$0.00	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	03/27/2018		C			3,931,759	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,931,759	$0.00	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series B Preferred Stock	⁽¹⁾	03/27/2018		C			33,974	⁽¹⁾	⁽¹⁾	Class B Common Stock	33,974	$0.00	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Class B Common Stock	⁽³⁾	03/27/2018		C		8,141,812		⁽³⁾	⁽³⁾	Class A Common Stock	8,141,812	$0.00	8,141,812	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series A Preferred Stock	⁽¹⁾	03/27/2018		C			1,462,080	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,462,080	$0.00	0	I	By Sequoia Technology Partners XII, LP⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	03/27/2018		C			1,376,520	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,376,520	$0.00	0	I	By Sequoia Technology Partners XII, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	03/27/2018		C			11,894	⁽¹⁾	⁽¹⁾	Class B Common Stock	11,894	$0.00	0	I	By Sequoia Technology Partners XII, LP⁽²⁾
Class B Common Stock	⁽³⁾	03/27/2018		C		2,850,494		⁽³⁾	⁽³⁾	Class A Common Stock	2,850,494	$0.00	2,850,494	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 automatically converted into one share of 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.

3. The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and has no expiration date.

Remarks:

	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC	03/29/2018
	/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.	03/29/2018
	/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	03/29/2018
	/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.	03/29/2018
	** 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 4 (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).
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