0001144204-19-007275.txt : 20190213 0001144204-19-007275.hdr.sgml : 20190213 20190213164502 ACCESSION NUMBER: 0001144204-19-007275 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: ACCEL INVESTORS 2008 L.L.C. GROUP MEMBERS: ACCEL INVESTORS 2010 L.L.C. GROUP MEMBERS: ACCEL INVESTORS 2013 L.L.C. GROUP MEMBERS: ACCEL LEADERS FUND ASSOCIATES L.L.C. GROUP MEMBERS: ACCEL LEADERS FUND INVESTORS 2016 L.L.C. GROUP MEMBERS: ACCEL LEADERS FUND L.P. GROUP MEMBERS: ACCEL X ASSOCIATES L.L.C. GROUP MEMBERS: ACCEL X STRATEGIC PARTNERS L.P. GROUP MEMBERS: ACCEL XI ASSOCIATES L.L.C. GROUP MEMBERS: ACCEL XI L.P. GROUP MEMBERS: ACCEL XI STRATEGIC PARTNERS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DROPBOX, INC. CENTRAL INDEX KEY: 0001467623 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 260138832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90429 FILM NUMBER: 19598138 BUSINESS ADDRESS: STREET 1: 333 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-986-7057 MAIL ADDRESS: STREET 1: 333 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: Dropbox, Inc. DATE OF NAME CHANGE: 20140210 FORMER COMPANY: FORMER CONFORMED NAME: Evenflow, Inc. DATE OF NAME CHANGE: 20090702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Accel X LP CENTRAL INDEX KEY: 0001419457 IRS NUMBER: 261343260 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 428 University Ave CITY: Palo Alto STATE: ca ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 University Ave CITY: Palo Alto STATE: ca ZIP: 94301 SC 13G 1 tv513161_sc13g.htm SC 13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. __)*

 

Dropbox, Inc.

(Name of Issuer)

 

Class A Common Stock, $0.00001 par value

(Title of Class of Securities)

 

26210C104

(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)

 

xRule 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).

 

(Continued on following pages)

 

Page 1 of 20 Pages

Exhibit Index Contained on Page 18

 

 

 

 

 

  

CUSIP NO. 26210C104 13 G Page 2 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel X L.P. (“A10”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
13,442,903 shares, all of which are directly owned by A10.  Accel X Associates L.L.C. (“A10A”), the general partner of A10, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
13,442,903 shares, all of which are directly owned by A10.  A10A, the general partner of A10, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,442,903
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO. 26210C104 13 G Page 3 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel X Strategic Partners L.P. (“A10SP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
1,018,590 shares, all of which are directly owned by A10SP.  A10A, the general partner of A10SP, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,018,590 shares, all of which are directly owned by A10SP.  A10A, the general partner of A10SP, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,590
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO. 26210C104 13 G Page 4 of 20

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel X Associates L.L.C. (“A10A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
14,461,493 shares, of which 13,442,903 are directly owned by A10 and 1,018,590 are directly owned by A10SP.  A10A, the general partner of A10 and A10SP, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
14,461,493 shares, of which 13,442,903 are directly owned by A10 and 1,018,590 are directly owned by A10SP.  A10A, the general partner of A10 and A10SP, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  REPORTING PERSON 14,461,493
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP NO. 26210C104 13 G Page 5 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Investors 2008 L.L.C. (“AI08”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
1,390,318 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,390,318 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,390,318
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8%
12 TYPE OF REPORTING PERSON* OO

 

 

 

 

CUSIP NO. 26210C104 13 G Page 6 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Investors 2010 L.L.C. (“AI10”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
14,772 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
14,772 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,772
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* OO

 

 

 

 

CUSIP NO. 26210C104 13 G Page 7 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel XI L.P. (“A11”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
98,854 shares, all of which are directly owned by A11.  Accel XI Associates L.L.C. (“A11A”), the general partner of A11, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
98,854 shares, all of which are directly owned by A11.  A11A, the general partner of A11, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,854
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO. 26210C104 13 G Page 8 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel XI Strategic Partners L.P. (“A11SP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
7,425 shares, all of which are directly owned by A11SP.  A11A, the general partner of A11SP, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
7,425 shares, all of which are directly owned by A11SP.  A11A, the general partner of A11SP, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,425
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO. 26210C104 13 G Page 9 of 20

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel XI Associates L.L.C. (“A11A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
106,279 shares, of which 98,854 are directly owned by A11 and 7,425 are directly owned by A11SP.  A11A, the general partner of A11 and A11SP, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
106,279 shares, of which 98,854 are directly owned by A11 and 7,425 are directly owned by A11SP.  A11A, the general partner of A11 and A11SP, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,279
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP NO. 26210C104 13 G Page 10 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Investors 2013 L.L.C. (“AI13”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
10,497 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
10,497 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,497
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* OO

 

 

 

 

CUSIP NO. 26210C104 13 G Page 11 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Leaders Fund L.P. (“ALF”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
95,440 shares, all of which are owned by ALF.  Accel Leaders Fund Associates L.L.C. (“ALFA”), the general partner of ALF, may be deemed to have sole power to vote these shares.  
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
95,440 shares, all of which are owned by ALF.  ALFA, the general partner of ALF, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 95,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO. 26210C104 13 G Page 12 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Leaders Fund Associates L.L.C. (“ALFA”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
95,440 shares, all of which are owned by ALF.  ALFA, the general partner of ALF, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
95,440 shares, all of which are owned by ALF.  ALFA, the general partner of ALF, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 95,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12 TYPE OF REPORTING PERSON* OO

 

 

 

 

CUSIP NO. 26210C104 13 G Page 13 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Leaders Fund Investors 2016 L.L.C. (“ALFI16”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
4,560 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
4,560 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,560
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* OO

 

 

 

 

CUSIP NO. 26210C104 13 G Page 14 of 20

 

ITEM 1(A).NAME OF ISSUER

Dropbox, Inc.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

333 Brannan Street
San Francisco, California 94107

 

ITEM 2(A).NAME OF PERSONS FILING

This Schedule 13G is filed by Accel X L.P., a Delaware limited partnership (“A10”), Accel X Strategic Partners L.P., a Delaware limited partnership (“A10SP”), Accel X Associates L.L.C., a Delaware limited liability company (“A10A”), Accel Investors 2008 L.L.C., a Delaware limited liability company (“AI08”), Accel Investors 2010 L.L.C., a Delaware limited liability company (“AI10”), Accel XI L.P., a Delaware limited partnership (“A11”), Accel XI Strategic Partners L.P., a Delaware limited partnership (“A11SP”), Accel XI Associates L.L.C., a Delaware limited liability company (“A11A”), Accel Investors 2013 L.L.C., a Delaware limited liability company (“AI13”), Accel Leaders Fund L.P., a Delaware limited partnership (“ALF”), Accel Leaders Fund Associates L.L.C., a Delaware limited liability company (“ALFA”), and Accel Leaders Fund Investors 2016 L.L.C., a Delaware limited liability company (“ALFI16”). The foregoing entities and individual are collectively referred to as the “Reporting Persons.”

 

A10A is the general partner of A10 and A10SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by A10 and A10SP. A11A is the general partner of A11 and A11SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by A11 and A11SP. ALFA is the general partner of ALF, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by ALF.

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

Accel Partners

500 University Avenue
Palo Alto, CA 94301

 

ITEM 2(C).CITIZENSHIP

A10, A10SP, A11, A11SP and ALF are Delaware limited partnerships. A10A, AI08, AI10, A11A, AI13, ALFA and ALFI16 are Delaware limited liability companies.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

Class A Common Stock, $0.00001 par value.

 

ITEM 2(E).CUSIP NUMBER

 

26210C104

 

ITEM 3.Not Applicable

 

 

 

 

CUSIP NO. 26210C104 13 G Page 15 of 20

 

ITEM 4.OWNERSHIP

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018.

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not Applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreements of A10, A10SP, A11, A11SP and ALF, and the limited liability company agreements of A10A, AI08, AI10, A11A, AI13, ALFA and ALFI16, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

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.

 

 

 

 

CUSIP NO. 26210C104 13 G Page 16 of 20

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

Not Applicable.

 

ITEM 10.CERTIFICATION.

Not Applicable.
 

 

 

CUSIP NO. 26210C104 13 G Page 17 of 20

 

SIGNATURES

 

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

 

Date: February 13, 2019

 

Entities:   Accel X L.P.*
    Accel X Strategic Partners L.P.*
    Accel X Associates L.L.C.*
    Accel Investors 2008 L.L.C.*
    Accel Investors 2010 L.L.C.*
    Accel XI L.P.*
    Accel XI Strategic Partners L.P.*
    Accel XI Associates L.L.C.*
    Accel Investors 2013 L.L.C.*
    Accel Leaders Fund L.P.*
    Accel Leaders Fund Associates L.L.C.*
    Accel Leaders Fund Investors 2016 L.L.C.*

 

  By: /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact for
    the above-listed entities

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO. 26210C104 13 G Page 18 of 20

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   19
     
Exhibit B:  Power of Attorney   20

 

 

 

 

CUSIP NO. 26210C104 13 G Page 19 of 20

 

EXHIBIT A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Dropbox, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 13, 2019

 

Entities:   Accel X L.P.*
    Accel X Strategic Partners L.P.*
    Accel X Associates L.L.C.*
    Accel Investors 2008 L.L.C.*
    Accel Investors 2010 L.L.C.*
    Accel XI L.P.*
    Accel XI Strategic Partners L.P.*
    Accel XI Associates L.L.C.*
    Accel Investors 2013 L.L.C.*
    Accel Leaders Fund L.P.*
    Accel Leaders Fund Associates L.L.C.*
    Accel Leaders Fund Investors 2016 L.L.C.*

 

  By: /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact for
    the above-listed entities

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO. 26210C104 13 G Page 20 of 20

 

EXHIBIT B

 

POWER OF ATTORNEY

 

Tracy L. Sedlock has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.