DROPBOX, INC. — Director's Dealing 2020

May 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DROPBOX, INC. (DBX)
CIK: 0001467623
Period of Report: 2020-05-21

Reporting Person: Schreier R. Bryan (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-21	Class A Common Stock	A	11297.00	$0.00	Acquired	38881.00	Direct
2020-05-26	Class A Common Stock	C	407090.00	$0.00	Acquired	407090.00	Indirect
2020-05-26	Class A Common Stock	C	3808957.00	$0.00	Acquired	3808957.00	Indirect
2020-05-26	Class A Common Stock	C	142525.00	$0.00	Acquired	142525.00	Indirect
2020-05-26	Class A Common Stock	J	407090.00	$0.00	Disposed	0.00	Indirect
2020-05-26	Class A Common Stock	J	3808957.00	$0.00	Disposed	0.00	Indirect
2020-05-26	Class A Common Stock	J	142525.00	$0.00	Disposed	0.00	Indirect
2020-05-26	Class A Common Stock	J	44793.00	$0.00	Acquired	716781.00	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-26	Class B Common Stock	$	C	3808957.00	Disposed		Class A Common Stock (3808957.00)	Indirect
2020-05-26	Class B Common Stock	$	C	142525.00	Disposed		Class A Common Stock (142525.00)	Indirect
2020-05-26	Class B Common Stock	$	C	407090.00	Disposed		Class A Common Stock (407090.00)	Indirect

Footnotes

F1: 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. The restricted stock units vest in full on the earlier of May 21, 2021 or the day prior to the date of the Issuer's next annual meeting of stockholders.

F2: 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 21, 2021 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.

F3: 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.

F4: 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 pursuant to a Rule 10b5-1 trading plan.

F5: Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions pursuant to a Rule 10b5-1 trading plan.

F6: 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.