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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schreier R. Bryan

(Last)

(First)

(Middle)

333 BRANNAN STREET

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2018

3. Issuer Name and Ticker or Trading Symbol
DROPBOX, INC. [ DBX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	14,286⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock	39,073,599	⁽²⁾	I	By Sequoia Capital XII, LP⁽³⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock	4,176,079	⁽²⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽³⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock	1,462,080	⁽²⁾	I	By Sequoia Technology Partners XII, LP⁽³⁾
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock	36,787,659	⁽²⁾	I	By Sequoia Capital XII, LP⁽³⁾
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock	3,931,759	⁽²⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽³⁾
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock	1,376,520	⁽²⁾	I	By Sequoia Technology Partners XII, LP⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock	317,886	⁽²⁾	I	By Sequoia Capital XII, LP⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock	33,974	⁽²⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock	11,894	⁽²⁾	I	By Sequoia Technology Partners XII, LP⁽³⁾

Explanation of Responses:

1. These securities are restricted stock units. Each restricted stock unit represents the Reporting Person's right to receive one share of Class A Common Stock, subject to the applicable vesting schedule through the earlier of May 15, 2019 or the date of the Issuer's next annual meeting of stockholders. In the event the Reporting Person ceases to be a Service Provider, the unvested restricted stock units will be cancelled by the Issuer.

2. Each share of preferred stock will automatically convert into 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.

3. The 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Bart E. Volkmer, Attorney-In-Fact	03/22/2018
	** 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 5 (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 Ajay Vashee, Bart Volkmer and
Mary Anne Becking, 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/ R. Bryan Schreier
                                                   -----------------------------

                                        Print Name: R. Bryan Schreier
                                                    ----------------------------

                                        Dated:       March 22, 2018
                                               ---------------------------------