DROPBOX, INC. — Director's Dealing 2019

Jun 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DROPBOX, INC. (DBX)
CIK: 0001467623
Period of Report: 2019-06-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-13	Class A Common Stock	C	3808957	$0.00	Acquired	3808957	Indirect
2019-06-13	Class A Common Stock	C	142525	$0.00	Acquired	142525	Indirect
2019-06-13	Class A Common Stock	C	407091	$0.00	Acquired	407091	Indirect
2019-06-13	Class A Common Stock	J	3808957	$0.00	Disposed	0	Indirect
2019-06-13	Class A Common Stock	J	142525	$0.00	Disposed	0	Indirect
2019-06-13	Class A Common Stock	J	407091	$0.00	Disposed	0	Indirect
2019-06-13	Class A Common Stock	J	44792	$0.00	Acquired	448022	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-13	Class B Common Stock	$	C	3808957	Disposed		Class A Common Stock (3808957)	Indirect
2019-06-13	Class B Common Stock	$	C	142525	Disposed		Class A Common Stock (142525)	Indirect
2019-06-13	Class B Common Stock	$	C	407091	Disposed		Class A Common Stock (407091)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	27584	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: Certain of these securities are restricted stock units. Each restricted stock unit represents the Reporting Person's right to receive one share of Class A Common Stock, subject to the applicable vesting schedule through May 23, 2020 or the day prior to the date of the Issuer's next annual meeting of stockholders. In the event the Reporting Person ceases to be a Service Provider, the unvested restricted stock units will be cancelled by the Issuer.

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.