SEC Form 4 · accession 0000899243-18-029410
DROPBOX, INC. · DBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SEQUOIA CAPITAL XII A DELAWARE L P
10% Owner
SC XII MANAGEMENT LLC
10% Owner
SC US (TTGP), LTD.
10% Owner
Period of report
Nov 15, 2018
Accepted (ET)
Nov 19, 2018 · 9:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001467623
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Nov 15, 2018 | C | 3,808,957 | $0.00 | A | 3,808,957 | I | By Sequoia Capital XII, LP |
| Class A Common StockF1 | Nov 15, 2018 | C | 142,525 | $0.00 | A | 142,525 | I | By Sequoia Capital XII Principals Fund, LLC |
| Class A Common StockF1 | Nov 15, 2018 | C | 407,091 | $0.00 | A | 407,091 | I | By Sequoia Technology Partners XII, LP |
| Class A Common StockF1 | Nov 15, 2018 | J | 3,808,957 | $0.00 | D | 0 | I | By Sequoia Capital XII, LP |
| Class A Common StockF1 | Nov 15, 2018 | J | 142,525 | $0.00 | D | 0 | I | By Sequoia Capital XII Principals Fund, LLC |
| Class A Common StockF1 | Nov 15, 2018 | J | 407,091 | $0.00 | D | 0 | I | By Sequoia Technology Partners XII, LP |
| Class A Common StockF3 | holding | — | — | — | 17,628 | I | By Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F4 | — | Nov 15, 2018 | C | 3,808,957 | D | — | — | Class A Common Stock | 3,808,957 | 72,370,187 | I |
| Class B Common StockF1,F4 | — | Nov 15, 2018 | C | 142,525 | D | — | — | Class A Common Stock | 142,525 | 7,999,287 | I |
| Class B Common StockF1,F4 | — | Nov 15, 2018 | C | 407,091 | D | — | — | Class A Common Stock | 407,091 | 2,443,403 | I |
Explanation of responses
- F1SC 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.
- F2Represents 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.
- F3SC 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. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect the shares held by 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.
- F4The 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.