DROPBOX, INC. — Director's Dealing 2019

Jun 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DROPBOX, INC. (DBX)
CIK: 0001467623
Period of Report: 2019-06-07

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)
Reporting Person: SC US (TTGP), LTD. (10% Owner)
Reporting Person: SC U.S. VENTURE 2010 MANAGEMENT, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-07	Class A Common Stock	C	7617915	$0.00	Acquired	7617915	Indirect
2019-06-07	Class A Common Stock	C	285049	$0.00	Acquired	285049	Indirect
2019-06-07	Class A Common Stock	C	814181	$0.00	Acquired	814181	Indirect
2019-06-07	Class A Common Stock	J	7617915	$0.00	Disposed	0	Indirect
2019-06-07	Class A Common Stock	J	285049	$0.00	Disposed	0	Indirect
2019-06-07	Class A Common Stock	J	814181	$0.00	Disposed	0	Indirect
2019-06-07	Class A Common Stock	J	14104	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-07	Class B Common Stock	$	C	7617915	Disposed		Class A Common Stock (7617915)	Indirect
2019-06-07	Class B Common Stock	$	C	285049	Disposed		Class A Common Stock (285049)	Indirect
2019-06-07	Class B Common Stock	$	C	814181	Disposed		Class A Common Stock (814181)	Indirect

Footnotes

F1: 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.

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: 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. 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.

F4: 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.