ThZeal - The Zeal

NAME OF REPORTING PERSON

SEQUOIA CAPITAL XII, L.P. (“SC XII”)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SC 13G 1 d660480dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

Dropbox, Inc.

(Name of Issuer)

Class A common stock, par value $0.00001 per share

(Title of Class of Securities)

26210C 10 4

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 2 of 12 Pages

¹	Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 3 of 12 Pages

¹	Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 4 of 12 Pages

¹	Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 5 of 12 Pages

¹	Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 6 of 12 Pages

¹	Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 7 of 12 Pages

¹	Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 8 of 12 Pages

¹	Based on a total of 167,969,877 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 28, 2018.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 9 of 12 Pages

ITEM 1.

(a)

Name of Issuer:

Dropbox, Inc., a Delaware corporation (“Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

333 Brannan Street

San Francisco, CA 94107

ITEM 2.

(a)

Name of Persons Filing:

Sequoia Capital XII, L.P.

Sequoia Capital XII Principals Fund, LLC

Sequoia Technology Partners XII, L.P.

SC XII Management, LLC

Sequoia Capital U.S. Venture 2010 - Seed Fund, L.P.

SC U.S. Venture 2010 Management, L.P.

SC US (TTGP), Ltd.

The General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF is SC XII LLC.

The General Partner of USV 2010-SEED is USV 2010 MGMT. The General Partner of USV 2010 MGMT is SC US TTGP.

(b)

Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

(c)

Citizenship:

SC XII, SC XII PF, STP XII, SC XII LLC: Delaware

USV 2010 – SEED, USV 2010 MGMT, SC US TTGP: Cayman Islands

(d)

CUSIP Number:

26210C 10 4

ITEM 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

ITEM 4.

OWNERSHIP

SEE ROWS 5 THROUGH 11 OF COVER PAGES

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 10 of 12 Pages

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

NOT APPLICABLE

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOT APPLICABLE

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

NOT APPLICABLE

ITEM 10.

CERTIFICATION

NOT APPLICABLE


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 11 of 12 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2019


Sequoia Capital XII, L.P. Sequoia Technology Partners XII, L.P.

By:		SC XII Management, LLC
		General Partner of each

By:		/s/ Douglas Leone
		Douglas Leone, Managing Member

Sequoia Capital XII Principals Fund, LLC

By:		SC XII Management, LLC
		its Managing Member

By:		/s/ Douglas Leone
		Douglas Leone, Managing Member

SC XII Management, LLC

By:		/s/ Douglas Leone
		Douglas Leone, Managing Member


Sequoia Capital U.S. Venture 2010 Fund, L.P.
Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.
Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.
Sequoia Capital U.S. Venture 2010-Seed Fund, L.P.

By:		SC U.S. Venture 2010 Management, L.P.
		General Partner of each

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Managing Director

SC U.S. Venture 2010 Management, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 12 of 12 Pages


By:		/s/ Douglas Leone
		Douglas Leone, Managing Director

SC US (TTGP), Ltd.

By:		/s/ Douglas Leone
		Douglas Leone, Managing Director