SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HAAS ALESIA J

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

(Street)

NOT APPLICABLE

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/27/2022		C⁽¹⁾⁽²⁾		150,000	A	$0⁽³⁾	287,568	D
Class A Common Stock	12/27/2022		S⁽⁴⁾		63,069	D	$33.5226⁽⁵⁾	224,499	D
Class A Common Stock	12/27/2022		S⁽⁴⁾		30,931	D	$34.4579⁽⁶⁾	193,568	D
Class A Common Stock								20,896	I	By ACB 2021, LLC⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$6.9733	12/27/2022		M⁽¹⁾			150,000	⁽⁸⁾	04/30/2028	Class B Common Stock	150,000	$0	767,668	D
Class B Common Stock	⁽³⁾	12/27/2022		M⁽¹⁾		150,000		⁽³⁾	⁽³⁾	Class A Common Stock	150,000	$0	150,000	D
Class B Common Stock	⁽³⁾	12/27/2022		C⁽¹⁾⁽²⁾			150,000	⁽³⁾	⁽³⁾	Class A Common Stock	150,000	$0	0	D

Explanation of Responses:

1. These transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 1, 2022, during an open trading window.

2. Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.

3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

4. These transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 1, 2022, during an open trading window, to cover the exercise price, commissions, fees and estimated tax withholding obligations in connection with the exercise of stock options. The Reporting Person did not sell or otherwise dispose of shares for any reason other than to cover such exercise price, commissions, fees and estimated required taxes.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $33.11 and the highest price at which shares were sold was $34.09. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (5) and (6) to this Form 4.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $34.11 and the highest price at which shares were sold was $34.50.

7. These shares are held of record by ACB 2021, LLC, of which the Reporting Person is the sole member. The Reporting Person disclaims beneficial ownership of the shares owned by ACB 2021, LLC, except to the extent of her pecuniary interest therein, if any.

8. The options vested with respect to 1/4th of the total shares on April 17, 2019, and the remaining 3/4th of the options vest in equal monthly installments thereafter until the options are fully vested on April 17, 2022, subject to the Reporting Person's continued service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

Remarks:

	/s/ Alesia J. Haas, by Doug Sharp, Attorney-in-Fact	12/29/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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