Sec Form 4 Filing - SC XII MANAGEMENT LLC @ DROPBOX, INC. - 2018-03-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SC XII MANAGEMENT LLC 2. Issuer Name and Ticker or Trading Symbol DROPBOX, INC. [ DBX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2018 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Preferred Stock ( 1 ) 03/27/2018 C 39,073,599 ( 1 ) ( 1 ) Class B Common Stock 39,073,599 $ 0 0 I By Sequoia Capital XII, LP ( 2 ) Series A-1 Preferred Stock ( 1 ) 03/27/2018 C 36,787,659 ( 1 ) ( 1 ) Class B Common Stock 36,787,659 $ 0 0 I By Sequoia Capital XII, LP ( 2 ) Series B Preferred Stock ( 1 ) 03/27/2018 C 317,886 ( 1 ) ( 1 ) Class B Common Stock 317,886 $ 0 0 I By Sequoia Capital XII, LP ( 2 ) Class B Common Stock ( 3 ) 03/27/2018 C 76,179,144 ( 3 ) ( 3 ) Class A Common Stock 76,179,144 $ 0 76,179,144 I By Sequoia Capital XII, LP ( 2 ) Series A Preferred Stock ( 1 ) 03/27/2018 C 4,176,079 ( 1 ) ( 1 ) Class B Common Stock 4,176,079 $ 0 0 I By Sequoia Capital XII Principals Fund, LLC ( 2 ) Series A-1 Preferred Stock ( 1 ) 03/27/2018 C 3,931,759 ( 1 ) ( 1 ) Class B Common Stock 3,931,759 $ 0 0 I By Sequoia Capital XII Principals Fund, LLC ( 2 ) Series B Preferred Stock ( 1 ) 03/27/2018 C 33,974 ( 1 ) ( 1 ) Class B Common Stock 33,974 $ 0 0 I By Sequoia Capital XII Principals Fund, LLC ( 2 ) Class B Common Stock ( 3 ) 03/27/2018 C 8,141,812 ( 3 ) ( 3 ) Class A Common Stock 8,141,812 $ 0 8,141,812 I By Sequoia Capital XII Principals Fund, LLC ( 2 ) Series A Preferred Stock ( 1 ) 03/27/2018 C 1,462,080 ( 1 ) ( 1 ) Class B Common Stock 1,462,080 $ 0 0 I By Sequoia Technology Partners XII, LP ( 2 ) Series A-1 Preferred Stock ( 1 ) 03/27/2018 C 1,376,520 ( 1 ) ( 1 ) Class B Common Stock 1,376,520 $ 0 0 I By Sequoia Technology Partners XII, LP ( 2 ) Series B Preferred Stock ( 1 ) 03/27/2018 C 11,894 ( 1 ) ( 1 ) Class B Common Stock 11,894 $ 0 0 I By Sequoia Technology Partners XII, LP ( 2 ) Class B Common Stock ( 3 ) 03/27/2018 C 2,850,494 ( 3 ) ( 3 ) Class A Common Stock 2,850,494 $ 0 2,850,494 I By Sequoia Technology Partners XII, LP ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SC XII MANAGEMENT LLC C/O SEQUOIA CAPITAL 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SEQUOIA CAPITAL XII A DELAWARE L P C/O SEQUOIA CAPITAL 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SEQUOIA CAPITAL XII PRINCIPALS FUND LLC C/O SEQUOIA CAPITAL 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P C/O SEQUOIA CAPITAL 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Signatures /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC 03/29/2018 Signature of Reporting Person Date /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P. 03/29/2018 Signature of Reporting Person Date /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund LLC 03/29/2018 Signature of Reporting Person Date /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P. 03/29/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each 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. ( 2 )SC 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. ( 3 )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.

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).

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