DROPBOX, INC. — Director's Dealing 2018

Dec 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DROPBOX, INC. (DBX)
CIK: 0001467623
Period of Report: 2018-11-29

Reporting Person: Schreier R. Bryan (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-29	Class A Common Stock	C	3808957	$0.00	Acquired	3808957	Indirect
2018-11-29	Class A Common Stock	C	142525	$0.00	Acquired	142525	Indirect
2018-11-29	Class A Common Stock	C	407091	$0.00	Acquired	407091	Indirect
2018-11-29	Class A Common Stock	J	3808957	$0.00	Disposed	0	Indirect
2018-11-29	Class A Common Stock	J	142525	$0.00	Disposed	0	Indirect
2018-11-29	Class A Common Stock	J	407091	$0.00	Disposed	0	Indirect
2018-11-29	Class A Common Stock	J	45355	$0.00	Acquired	134373	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-29	Class B Common Stock	$	C	3808957	Disposed		Class A Common Stock (3808957)	Indirect
2018-11-29	Class B Common Stock	$	C	142525	Disposed		Class A Common Stock (142525)	Indirect
2018-11-29	Class B Common Stock	$	C	407091	Disposed		Class A Common Stock (407091)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	17628	Indirect
Class A Common Stock	14286	Direct

Footnotes

F1: The Reporting Person is a non-managing member of SC XII Management, LLC ("SC XII Management"). 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. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 any other purpose.

F2: Represents a distribution of Class A Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.

F3: Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (2) above.

F4: SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., or collectively, the Venture 2010 Funds. The Reporting Person is a Director of SC US (TTGP), Ltd. The Reporting Person disclaims beneficial ownership of the securities held by the Venture 2010 Funds except to the extent of his 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.

F5: 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.