SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Houston Andrew (Last) (First) (Middle) 1800 OWENS STREET SUITE 200 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DROPBOX, INC. [ DBX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 05/11/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/11/2023		C		162,500	A	$0.00(1)	162,500	I	See footnote(2)
Class A Common Stock	05/11/2023		S(3)		162,500	D	$21.6548(4)	0.00	I	See footnote(2)
Class A Common Stock								8,781,892(5)	D
Class A Common Stock								716,728	I	See Footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(7)	05/11/2023		C			162,500	(7)	(7)	Class A Common Stock	162,500	$0.00	71,775,573	I	See foonote(2)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	(7)		7,743,764	I	See footnote(6)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	(7)		500,500	I	See footnote(8)

Explanation of Responses:

1. 162,500 shares of Class B Common Stock were converted into 162,500 shares of Class A Common Stock at the election of the Reporting Person and had no expiration date.

2. Shares held by the Andrew Houston Revocable Trust u/a/d 9/7/2011, for which reporting person serves as trustee.

3. These shares were sold pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person, entered into prior to the effectiveness of the revised requirements of Rule 10b5-1(c). In compliance with SEC guidance, the Reporting Person has not checked the box above but states that the Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

4. This transaction was executed in multiple trades at prices ranging from $21.54 to $21.78. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. Certain of these securities are restricted stock awards of Class A Common Stock. The restricted stock awards vest over a period of up to ten years following the closing of the Issuer's initial public offering of Class A Common Stock, or March 27, 2028, upon achievement of service-based, market-based, and liquidity event-related performance vesting conditions.

6. Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which reporting person serves as trustee.

7. 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.

8. Shares held by the Houston 2012 Irrevocable Children's Trust u/a/d 4/12/2012, for which reporting person serves as trustee.

Remarks:

	/s/ Cara Angelmar, Attorney-in-Fact	05/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

The undersigned, as an officer or director of Dropbox,
 Inc. (the "Corporation"), hereby constitutes and
 appoints Timothy Regan, Bart Volkmer and Cara Angelmar,
 each the undersigned's true and lawful attorney-in-fact
 and agent to complete and execute such Forms 144,
 Form ID, Forms 3, 4 and 5 and other forms as such
 attorney shall in his or her discretion determine to
 be required or advisable pursuant to Rule 144
 promulgated under the Securities Act of 1933, as
 amended, Section 16 of the Securities Exchange Act of
 1934, as amended, and the rules and regulations
 promulgated thereunder, or any successor laws and
 regulations, as a consequence of the undersigned's
 ownership, acquisition or disposition of
 securities of the Corporation, and to do all acts
 necessary in order to file such forms with the Securities
 and Exchange Commission, any securities exchange or
 national association, the Corporation and such other
 person or agency as the attorney shall deem appropriate.

The undersigned hereby ratifies and confirms all that
 said attorneys-in-fact and agents shall do or cause
 to be done by virtue hereof. The undersigned
 acknowledges that the foregoing attorneys-in-fact,
 in serving in such capacity at the request of the
 undersigned, are not assuming, nor is the Company
 assuming, any of the undersigned's responsibilities
 to comply with Section 16 of the Securities Exchange
 Act of 1934 (as amended).

This Limited Power of Attorney shall remain in full
 force and effect until the undersigned is no longer
 required to file Forms 3, 4 and 5 with respect to the
 undersigned's holdings of and transactions in
 securities issued by the Corporation unless earlier
 revoked by the undersigned in a writing delivered
 to the foregoing attorneys-in-fact.

This Limited Power of Attorney is executed as of
 the date set forth below.


Signature:   /s/ Andrew Houston
Print Name: Andrew Houston
Dated:  1/22/2021