SEC Form 4 · accession 0000899243-19-006755

DROPBOX, INC. · DBX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

R. Bryan Schreier

Director · 10% Owner

Period of report

Mar 5, 2019

Accepted (ET)

Mar 7, 2019 · 6:19 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 Stock^F1	Mar 5, 2019	C	3,808,957	$0.00	A	3,808,957	I	By Sequoia Capital XII, LP
Class A Common Stock^F1	Mar 5, 2019	C	142,525	$0.00	A	142,525	I	By Sequoia Technology Partners XII, LP
Class A Common Stock^F1	Mar 5, 2019	C	407,091	$0.00	A	407,091	I	By Sequoia Capital XII Principals Fund, LLC
Class A Common Stock^F1	Mar 5, 2019	J	3,808,957	$0.00	D	0	I	By Sequoia Capital XII, LP
Class A Common Stock^F1	Mar 5, 2019	J	142,525	$0.00	D	0	I	By Sequoia Technology Partners XII, LP
Class A Common Stock^F1	Mar 5, 2019	J	407,091	$0.00	D	0	I	By Sequoia Capital XII Principals Fund, LLC
Class A Common Stock	Mar 5, 2019	J	44,791	$0.00	A	223,955	I	By family trust
Class A Common Stock^F4	holding	—	—		—	14,104	I	By Sequoia Capital U.S. Venture 2010-Seed Fund, L.P.
Class A Common Stock	holding	—	—		—	14,286	D

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 Stock^F1,F5	—	Mar 5, 2019	C	3,808,957	D	—	—	Class A Common Stock	3,808,957	57,134,359	I
Class B Common Stock^F1,F5	—	Mar 5, 2019	C	142,525	D	—	—	Class A Common Stock	142,525	2,137,869	I
Class B Common Stock^F1,F5	—	Mar 5, 2019	C	407,091	D	—	—	Class A Common Stock	407,091	6,106,357	I

Explanation of responses

F1The 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.
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.
F3Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (2) above.
F4SC 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., or collectively, the Venture 2010 Funds. The Reporting Person is a Director of SC US (TTGP), Ltd. The Reporting Person disclaims beneficial ownership of the securities held by the Venture 2010 Funds 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 for any other purposes.
F5The 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.