Statement of Changes in Beneficial Ownership (4)
18 Novembre 2021 - 12:12AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Houston Andrew |
2. Issuer Name and Ticker or Trading Symbol
DROPBOX, INC.
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DBX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
1800 OWENS STREET, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2021 |
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(Street)
SAN FRANCISCO, CA 94158
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 11/15/2021 | | S(1) | | 1036216.00 | D | $26.672 (2) | 9297117.00 (3) | D | |
| Class A Common Stock | | | | | | | | 500000.00 | I | See footnote (4) |
| Class A Common Stock | | | | | | | | 716728.00 | I | See footnote (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Represents shares that were sold to cover tax withholding obligations in connection with the vesting of restricted stock awards previously reported. |
| (2) | This transaction was executed in multiple trades at prices ranging from $26.42 to $27.18. 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. |
| (3) | 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. |
| (4) | Shares held by the Andrew Houston Revocable Trust u/a/d 9/7/2011, for which the Reporting Person serves as trustee. |
| (5) | The Shares are held by the Houston Remainder Trust u/a/d 12/30/2010, for which the Reporting Person serves as trustee. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Houston Andrew
1800 OWENS STREET
SUITE 200
SAN FRANCISCO, CA 94158 | X | X | Chief Executive Officer |
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Signatures
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| /s/ Cara Angelmar, Attorney-in-Fact | | 11/17/2021 |
| **Signature of Reporting Person | Date |
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