UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Dropbox, Inc.
(Name of Issuer)
Class A common stock, par value $0.00001 per share
(Title of Class of Securities)
26210C 10 4
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 2 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL XII, L.P. (“SC XII”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
64,752,273 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
64,752,273 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,752,273 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018. |
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 3 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL XII PRINCIPALS FUND, LLC (“SC XII PF”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,920,539 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,920,539 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,920,539 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018. |
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 4 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA TECHNOLOGY PARTNERS XII, L.P. (“STP XII”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,422,919 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,422,919 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,422,919 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018. |
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 5 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE 2010 - SEED FUND, L.P. (“USV 2010 – SEED”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
17,628 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
17,628 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,628 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018. |
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 6 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
SC XII MANAGEMENT, LLC (“SC XII LLC”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
74,095,731 shares of which 64,752,273 shares of Class B common stock are directly held by SC XII, 6,920,539 shares of Class B common stock are directly held by SC XII PF and 2,422,919 shares of Class B common stock are directly held by STP XII. SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
74,095,731 shares of which 64,752,273 shares of Class B common stock are directly held by SC XII, 6,920,539 shares of Class B common stock are directly held by SC XII PF and 2,422,919 shares of Class B common stock are directly held by STP XII. SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,095,731 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018. |
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 7 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
SC U.S. VENTURE 2010 MANAGEMENT, L.P. (“USV 2010 MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
17,628 shares, of which 17,628 shares of Class A common stock are directly owned by USV 2010 – SEED. USV 2010 MGMT is the General Partner of USV 2010-SEED. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
17,628 shares, of which 17,628 shares of Class A common stock are directly owned by USV 2010 – SEED. USV 2010 MGMT is the General Partner of USV 2010-SEED. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,628 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018. |
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 8 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
SC US (TTGP), LTD. (“SC US TTGP”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
17,628 shares, of which 17,628 shares of Class A common stock are directly owned by USV 2010 – SEED. USV 2010 MGMT is the General Partner of USV 2010-SEED. SC US TTGP is the General Partner of USV 2010 MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
17,628 shares, of which 17,628 shares of Class A common stock are directly owned by USV 2010 – SEED. USV 2010 MGMT is the General Partner of USV 2010-SEED. SC US TTGP is the General Partner of USV 2010 MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,628 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018. |
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 9 of 12 Pages |
| ITEM 1. |
| (a) | Name of Issuer: |
Dropbox, Inc., a Delaware corporation (“Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
333 Brannan Street
San Francisco, CA 94107
| ITEM 2. |
| (a) | Name of Persons Filing: |
Sequoia Capital XII, L.P.
Sequoia Capital XII Principals Fund, LLC
Sequoia Technology Partners XII, L.P.
SC XII Management, LLC
Sequoia Capital U.S. Venture 2010 - Seed Fund, L.P.
SC U.S. Venture 2010 Management, L.P.
SC US (TTGP), Ltd.
The General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF is SC XII LLC.
The General Partner of USV 2010-SEED is USV 2010 MGMT. The General Partner of USV 2010 MGMT is SC US TTGP.
| (b) | Address of Principal Business Office or, if none, Residence: |
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
| (c) | Citizenship: |
SC XII, SC XII PF, STP XII, SC XII LLC: Delaware
USV 2010 – SEED, USV 2010 MGMT, SC US TTGP: Cayman Islands
| (d) | CUSIP Number: |
26210C 10 4
| ITEM 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
| ITEM 4. | OWNERSHIP |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 10 of 12 Pages |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 11 of 12 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
| Sequoia Capital XII, L.P. Sequoia Technology Partners XII, L.P. | ||
| By: | SC XII Management, LLC | |
| General Partner of each | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| Sequoia Capital XII Principals Fund, LLC | ||
| By: | SC XII Management, LLC | |
| its Managing Member | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| SC XII Management, LLC | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| Sequoia Capital U.S. Venture 2010 Fund, L.P. | ||
| Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. | ||
| Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. | ||
| Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. | ||
| By: | SC U.S. Venture 2010 Management, L.P. | |
| General Partner of each | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| SC U.S. Venture 2010 Management, L.P. | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| CUSIP No. 26210C 10 4 | SCHEDULE 13G | Page 12 of 12 Pages |
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SC US (TTGP), Ltd. | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||