Exhibit 3.3

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

DROPBOX, INC.

Dropbox, Inc., a Delaware corporation (the “Corporation”), does hereby certify that the following amendment to the Corporation’s Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law, with the approval of such amendment by the Corporation’s stockholders having been given by written consent without a meeting in accordance with Sections 228(d) and 242 of the Delaware General Corporation Law:

1. The first paragraph of Article IV of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

“The Corporation is authorized to issue a total of 1,726,818,439 shares of its capital stock, which shall be divided into three (3) classes, designated “Class A Common Stock,” “Class B Common Stock” and “Preferred Stock.” The total number of shares of Class A Common Stock authorized to be issued is 800,000,000 shares, $0.00001 par value per share. The total number of shares of Class B Common Stock authorized to be issued is 700,000,000 shares, $0.00001 par value per share. The total number of shares of Preferred Stock authorized to be issued is 226,818,439 shares, $0.00001 par value per share, of which 95,810,910 are designated as “Series A Preferred Stock”, 78,023,640 are designated as “Series A-1 Preferred Stock”, 29,268,103 are designated as “Series B Preferred Stock” and 23,715,786 are designated as “Series C Preferred Stock.”

2. Section 5.4 of Article V of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

“5.4 Board Size. The authorized number of directors of the Corporation’s Board shall be eight (8). So long as at least 45,000,000 shares of Preferred Stock are outstanding (as may be adjusted for additional stock splits, combinations, stock dividends, recapitalizations, reclassifications and the like), the Corporation shall not alter the authorized number of directors in this Restated Certificate of Incorporation without first obtaining the written consent, or affirmative vote at a meeting, of (i) the holders of at least a majority in voting power of the then outstanding shares of the Preferred Stock, voting as a separate class, and (ii) the holders of at least a majority in voting power of the then outstanding shares of Class A Common Stock and Class B Common Stock, voting as a separate class.”

3. Section 5.5 of Article V of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

“5.5 Board of Directors Election. (i) So long as at least 45,000,000 shares of Preferred Stock are outstanding (as may be adjusted for additional stock splits, combinations, stock dividends, recapitalizations, reclassifications and the like), the holders of the Preferred Stock, voting as a separate class, shall be entitled to elect one (1) director (the “Preferred Director”) of the Corporation at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such director without cause and to fill any vacancy caused by the resignation, death or removal of such director; and (ii) the holders of the Class A Common Stock and Class B Common Stock, voting as a separate class, shall be entitled to elect seven (7) directors of the Corporation at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors without cause and to fill any vacancy caused by the resignation, death or removal of such directors.”

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IN WITNESS WHEREOF, Dropbox, Inc. has caused this Certificate of Amendment to be signed by its duly authorized officer this 21^st day of April, 2016 and the foregoing facts stated herein are true and correct.

DROPBOX, INC.
By:	/s/ Andrew Houston
Name:	Andrew Houston
Title:	Chief Executive Officer