Sec Form 4 Filing - SC XII MANAGEMENT LLC @ DROPBOX, INC. - 2019-06-07

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) 06/07/2019 (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 Class A Common Stock 06/07/2019 C 7,617,915 A $ 0 7,617,915 I By Sequoia Capital XII, LP ( 1 ) Class A Common Stock 06/07/2019 C 285,049 A $ 0 285,049 I By Sequoia Technology Partners XII, LP ( 1 ) Class A Common Stock 06/07/2019 C 814,181 A $ 0 814,181 I By Sequoia Capital XII Principals Fund, LLC ( 1 ) Class A Common Stock 06/07/2019 J( 2 ) 7,617,915 D $ 0 0 I By Sequoia Capital XII, LP ( 1 ) Class A Common Stock 06/07/2019 J( 2 ) 285,049 D $ 0 0 I By Sequoia Technology Partners XII, LP ( 1 ) Class A Common Stock 06/07/2019 J( 2 ) 814,181 D $ 0 0 I By Sequoia Capital XII Principals Fund, LLC ( 1 ) Class A Common Stock 06/07/2019 J( 2 ) 14,104 D $ 0 0 I By Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. ( 3 )

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 Class B Common Stock ( 4 ) 06/07/2019 C 7,617,915 ( 4 ) ( 4 ) Class A Common Stock 7,617,915 $ 0 41,898,530 I By Sequoia Capital XII, LP ( 1 ) Class B Common Stock ( 4 ) 06/07/2019 C 285,049 ( 4 ) ( 4 ) Class A Common Stock 285,049 $ 0 1,567,770 I By Sequoia Technology Partners XII, LP ( 1 ) Class B Common Stock ( 4 ) 06/07/2019 C 814,181 ( 4 ) ( 4 ) Class A Common Stock 814,181 $ 0 4,477,994 I By Sequoia Capital XII Principals Fund, LLC ( 1 )

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 SC US (TTGP), LTD. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SC U.S. VENTURE 2010 MANAGEMENT, L.P. C/O SEQUOIA CAPITAL 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, 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 06/11/2019 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. 06/11/2019 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 06/11/2019 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. 06/11/2019 Signature of Reporting Person Date /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd 06/11/2019 Signature of Reporting Person Date /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture 2010 Management, L.P. 06/11/2019 Signature of Reporting Person Date /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. 06/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Represents 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. ( 3 )SC 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. 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. ( 4 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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