Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Houston Andrew

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/15/2021 S(1) 1,036,216 D $26.672(2) 9,297,117(3) D
Class A Common Stock 500,000 I See footnote(4)
Class A Common Stock 716,728 I See footnote(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares that were sold to cover tax withholding obligations in connection with the vesting of restricted stock awards previously reported.
2. This transaction was executed in multiple trades at prices ranging from $26.42 to $27.18. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. These securities are restricted stock awards of Class A Common Stock. The restricted stock awards vest over a period of up to ten years following the closing of the Issuer's initial public offering of Class A Common Stock, or March 27, 2028, upon achievement of service-based, market-based, and liquidity event-related performance vesting conditions.
4. Shares held by the Andrew Houston Revocable Trust u/a/d 9/7/2011, for which the Reporting Person serves as trustee.
5. The Shares are held by the Houston Remainder Trust u/a/d 12/30/2010, for which the Reporting Person serves as trustee.
/s/ Cara Angelmar, Attorney-in-Fact 11/17/2021
** 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).
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.

The undersigned, as an officer or director of Dropbox,
 Inc. (the "Corporation"), hereby constitutes and
 appoints Timothy Regan, Bart Volkmer and Cara Angelmar,
 each the undersigned's true and lawful attorney-in-fact
 and agent to complete and execute such Forms 144,
 Form ID, Forms 3, 4 and 5 and other forms as such
 attorney shall in his or her discretion determine to
 be required or advisable pursuant to Rule 144
 promulgated under the Securities Act of 1933, as
 amended, Section 16 of the Securities Exchange Act of
 1934, as amended, and the rules and regulations
 promulgated thereunder, or any successor laws and
 regulations, as a consequence of the undersigned's
 ownership, acquisition or disposition of
 securities of the Corporation, and to do all acts
 necessary in order to file such forms with the Securities
 and Exchange Commission, any securities exchange or
 national association, the Corporation and such other
 person or agency as the attorney shall deem appropriate.

The undersigned hereby ratifies and confirms all that
 said attorneys-in-fact and agents shall do or cause
 to be done by virtue hereof. 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 the Company
 assuming, any of the undersigned's responsibilities
 to comply with Section 16 of the Securities Exchange
 Act of 1934 (as amended).

This Limited Power of Attorney shall remain in full
 force and effect until the undersigned is no longer
 required to file Forms 3, 4 and 5 with respect to the
 undersigned's holdings of and transactions in
 securities issued by the Corporation unless earlier
 revoked by the undersigned in a writing delivered
 to the foregoing attorneys-in-fact.

This Limited Power of Attorney is executed as of
 the date set forth below.

Signature:   /s/ Andrew Houston
Print Name: Andrew Houston
Dated:  1/22/2021