Form Type: 4

SEC EDGAR Link
Accession Number:0001562180-23-000284
Date:2023-01-05
Issuer: DROPBOX, INC. (DBX)
Original Submission Date:

Reporting Person:

HOUSTON ANDREW
1800 OWENS STREET
SUITE 200 SAN FRANCISCO, CA 94158

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2023-01-05 C 162,500 a $0.00 162,500 indirect
CLASS A COMMON STOCK 2023-01-05 S 162,500 d $22.14 0 indirect
CLASS A COMMON STOCK 2023-01-05 0 $0.00 8,781,892 direct
CLASS A COMMON STOCK 2023-01-05 0 $0.00 716,728 indirect f6
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2023-01-05 deemed execution date C 162,500 (d) class a common stock 162,500 $0.00 72,425,573 indirect see foonote
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock $0.00 7,743,764 indirect see footnote
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock $0.00 500,500 indirect see footnote
Footnotes
IDfootnote
f1 162,5000 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.
f2 shares held by the andrew houston revocable trust u/a/d 9/7/2011, for which reporting person serves as trustee.
f3 these shares were sold pursuant to a rule 10b5-1 trading plan entered into by the reporting person.
f4 this transaction was executed in multiple trades at prices ranging from $21.99 to $22.47. 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.
f5 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.
f6 shares held by the houston remainder trust u/a/d 12/30/2010, for which reporting person serves as trustee.
f7 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.
f8 shares held by the houston 2012 irrevocable children's trust u/a/d 4/12/2012, for which reporting person serves as trustee.

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