Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
DROPBOX, INC.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • EVENFLOW, INC.
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

185 BERRY STREET
4TH FLOOR
SAN FRANCISCO, CA 94107
Phone Number: subscription required

Item 3. Related Persons

Name
ANDREW HOUSTON
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ARASH FERDOWSI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
BRYAN SCHREIER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

OTHER TECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
01/30/2014

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 12. Sales Compensation

Recipient
ALLEN COMPANY LLC
Recipient CRD Number
1042
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
711 FIFTH AVENUE
NEW YORK, NY 10022
States of Solicitation
  • ALL STATES

Item 12. Sales Compensation

Recipient
GOLDMAN, SACHS CO
Recipient CRD Number
361
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
200 WEST STREET
29TH FLOOR
NEW YORK, NY 10282
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
450000000
Total Amount Sold
324999850
Total Remaining to be Sold
125000150
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
72

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
8125000.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
DROPBOX, INC.
Issuer Signature
/S/ ANDREW HOUSTON
Signer Name
ANDREW HOUSTON
Signer Title
PRESIDENT
Signature Date
02/19/2014
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