DROPBOX, INC. — Director's Dealing 2018

Mar 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DROPBOX, INC. (DBX)
CIK: 0001467623
Period of Report: 2018-03-27

Reporting Person: SC XII MANAGEMENT LLC (10% Owner)
Reporting Person: SEQUOIA CAPITAL XII A DELAWARE L P (10% Owner)
Reporting Person: SEQUOIA CAPITAL XII PRINCIPALS FUND LLC (10% Owner)
Reporting Person: SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-27	Series A Preferred Stock	$	C	39073599	Disposed		Class B Common Stock (39073599)	Indirect
2018-03-27	Series A-1 Preferred Stock	$	C	36787659	Disposed		Class B Common Stock (36787659)	Indirect
2018-03-27	Series B Preferred Stock	$	C	317886	Disposed		Class B Common Stock (317886)	Indirect
2018-03-27	Class B Common Stock	$	C	76179144	Acquired		Class A Common Stock (76179144)	Indirect
2018-03-27	Series A Preferred Stock	$	C	4176079	Disposed		Class B Common Stock (4176079)	Indirect
2018-03-27	Series A-1 Preferred Stock	$	C	3931759	Disposed		Class B Common Stock (3931759)	Indirect
2018-03-27	Series B Preferred Stock	$	C	33974	Disposed		Class B Common Stock (33974)	Indirect
2018-03-27	Class B Common Stock	$	C	8141812	Acquired		Class A Common Stock (8141812)	Indirect
2018-03-27	Series A Preferred Stock	$	C	1462080	Disposed		Class B Common Stock (1462080)	Indirect
2018-03-27	Series A-1 Preferred Stock	$	C	1376520	Disposed		Class B Common Stock (1376520)	Indirect
2018-03-27	Series B Preferred Stock	$	C	11894	Disposed		Class B Common Stock (11894)	Indirect
2018-03-27	Class B Common Stock	$	C	2850494	Acquired		Class A Common Stock (2850494)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.