SC 13G/A

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/A 1 d108339dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and

Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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, 2020

(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 the disclosures provided in a prior cover page.

The information required in 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 8 Pages

1	Based on a total of 315,878,882 shares outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 3 of 8 Pages

1	Based on a total of 315,878,882 shares outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020.


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

1	Based on a total of 315,878,882 shares outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 5 of 8 Pages

1	Based on a total of 315,878,882 shares outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020.


CUSIP No. 26210C 10 4		SCHEDULE 13G		Page 6 of 8 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

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

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

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

(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 7 of 8 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 8 of 8 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 12, 2021


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

SEC Form SC 13G/A filed