SEC Form 4 · accession 0000899243-18-008949
DROPBOX, INC. · DBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 27, 2018
Accepted (ET)
Mar 29, 2018 · 9:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001467623
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F1 | — | Mar 27, 2018 | C | 39,073,599 | D | — | — | Class B Common Stock | 39,073,599 | 0 | I |
| Series A-1 Preferred StockF2,F1 | — | Mar 27, 2018 | C | 36,787,659 | D | — | — | Class B Common Stock | 36,787,659 | 0 | I |
| Series B Preferred StockF2,F1 | — | Mar 27, 2018 | C | 317,886 | D | — | — | Class B Common Stock | 317,886 | 0 | I |
| Class B Common StockF2,F3 | — | Mar 27, 2018 | C | 76,179,144 | A | — | — | Class A Common Stock | 76,179,144 | 76,179,144 | I |
| Series A Preferred StockF2,F1 | — | Mar 27, 2018 | C | 4,176,079 | D | — | — | Class B Common Stock | 4,176,079 | 0 | I |
| Series A-1 Preferred StockF2,F1 | — | Mar 27, 2018 | C | 3,931,759 | D | — | — | Class B Common Stock | 3,931,759 | 0 | I |
| Series B Preferred StockF2,F1 | — | Mar 27, 2018 | C | 33,974 | D | — | — | Class B Common Stock | 33,974 | 0 | I |
| Class B Common StockF2,F3 | — | Mar 27, 2018 | C | 8,141,812 | A | — | — | Class A Common Stock | 8,141,812 | 8,141,812 | I |
| Series A Preferred StockF2,F1 | — | Mar 27, 2018 | C | 1,462,080 | D | — | — | Class B Common Stock | 1,462,080 | 0 | I |
| Series A-1 Preferred StockF2,F1 | — | Mar 27, 2018 | C | 1,376,520 | D | — | — | Class B Common Stock | 1,376,520 | 0 | I |
| Series B Preferred StockF2,F1 | — | Mar 27, 2018 | C | 11,894 | D | — | — | Class B Common Stock | 11,894 | 0 | I |
| Class B Common StockF2,F3 | — | Mar 27, 2018 | C | 2,850,494 | A | — | — | Class A Common Stock | 2,850,494 | 2,850,494 | I |
Explanation of responses
- F1Each 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.
- F2SC 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.
- F3The 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.