DROPBOX, INC. — Director's Dealing 2020

May 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DROPBOX, INC. (DBX)
CIK: 0001467623
Period of Report: 2020-05-11

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-11	Class A Common Stock	C	3808957	$0.00	Acquired	3808957	Indirect
2020-05-13	Class A Common Stock	C	3808957	$0.00	Acquired	3808957	Indirect
2020-05-11	Class A Common Stock	C	142525	$0.00	Acquired	142525	Indirect
2020-05-13	Class A Common Stock	C	142525	$0.00	Acquired	142525	Indirect
2020-05-11	Class A Common Stock	C	407090	$0.00	Acquired	407090	Indirect
2020-05-13	Class A Common Stock	C	407090	$0.00	Acquired	407090	Indirect
2020-05-11	Class A Common Stock	J	3808957	$0.00	Disposed	0	Indirect
2020-05-13	Class A Common Stock	J	3808957	$0.00	Disposed	0	Indirect
2020-05-11	Class A Common Stock	J	142525	$0.00	Disposed	0	Indirect
2020-05-13	Class A Common Stock	J	142525	$0.00	Disposed	0	Indirect
2020-05-11	Class A Common Stock	J	407090	$0.00	Disposed	0	Indirect
2020-05-13	Class A Common Stock	J	407090	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-11	Class B Common Stock	$	C	3808957	Disposed		Class A Common Stock (3808957)	Indirect
2020-05-13	Class B Common Stock	$	C	3808957	Disposed		Class A Common Stock (3808957)	Indirect
2020-05-11	Class B Common Stock	$	C	142525	Disposed		Class A Common Stock (142525)	Indirect
2020-05-13	Class B Common Stock	$	C	142525	Disposed		Class A Common Stock (142525)	Indirect
2020-05-11	Class B Common Stock	$	C	407090	Disposed		Class A Common Stock (407090)	Indirect
2020-05-13	Class B Common Stock	$	C	407090	Disposed		Class A Common Stock (407090)	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 pursuant to a Rule 10b5-1 trading plan.

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.