2/24/2018 S-1 Table of Contents THE OFFERING Class A common stock offered by us shares Class A common stock offered by the selling shares stockholders Class A common stock to be outstanding after this shares offering Class B common stock to be outstanding after this shares offering Class C common stock to be outstanding after this None offering Total Class A common stock, Class B common stock, shares and Class C common stock to be outstanding after this offering Option to purchase additional shares of Class A shares common stock from us Option to purchase additional shares of Class A shares common stock from the selling stockholders Use of proceeds We estimate that the net proceeds to us from the sale of shares of our Class A common stock in this offering will be approximately $ (or approximately $ if the underwriters’ option to purchase additional shares of our Class A common stock from us and the selling stockholders is exercised in full), based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, and enable access to the public equity markets for us and our stockholders. We intend to use a portion of the net proceeds we receive from this offering to repay $ that is expected to be outstanding immediately prior to the completion of this offering under our revolving credit facility, which we intend to draw down prior to the completion of this offering to satisfy tax withholding and remittance obligations of $ related to the settlement of certain restricted stock units, or RSUs, for which the service condition was satisfied as of December 31, 2017, and for which we expect the liquidity eventÂrelated performance vesting condition, or the Performance Vesting Condition, to be satisfied upon 7 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 14/235
Dropbox S-1 | Interactive Prospectus Page 13 Page 15