SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Union Square Ventures 2012 Fund, L.P.

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2021
3. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (1) Class A Common Stock 348,594 (1) D(2)
Class B Common Stock (1) (1) Class A Common Stock 13,488 (1) I By USV Investors 2012 Fund, L.P.(3)
Series A Preferred Stock (4) (4) Class B Common Stock 11,277,506 (4) D(2)
Series A Preferred Stock (4) (4) Class B Common Stock 436,274 (4) I By USV Investors 2012 Fund, L.P.(3)
Series C Preferred Stock (4) (4) Class B Common Stock 1,738,007 (4) I By USV Opportunity 2014, LP(5)
Series C Preferred Stock (4) (4) Class B Common Stock 88,455 (4) I By USV Opportunity Investors 2014, LP(6)
1. Name and Address of Reporting Person*
Union Square Ventures 2012 Fund, L.P.

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Union Square 2012 GP, L.L.C.

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
USV Opportunity 2014 GP, LLC

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
USV Investors 2012 Fund, L.P.

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
USV Opportunity 2014, LP

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
USV Opportunity Investors 2014, LP

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Buttrick John

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Burnham Brad

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Weissman Andy

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wenger Albert

(Last) (First) (Middle)
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. These shares are held by Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund"). Union Square 2012 GP, L.L.C. is the general partner of USV 2012 Fund and has sole voting and investment power with regard to the shares held by USV 2012 Fund. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV 2012 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
3. These shares are held by USV Investors 2012 Fund, L.P. ("USV Investors 2012"). Union Square 2012 GP, L.L.C. is the general partner of USV Investors 2012 and has sole voting and investment power with regard to the shares held by USV Investors 2012. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Investors 2012. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
4. The Series A and Series C Preferred Stock are each convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Upon the effectiveness of the Issuer's Registration Statement on Form S-1, all shares of Series A and Series C Preferred Stock will be converted into shares of Class B Common Stock of the Issuer.
5. These shares are held by USV Opportunity 2014, LP ("USV Opportunity 2014 Fund"). USV Opportunity 2014 GP, LLC is the general partner of USV Opportunity 2014 Fund and has sole voting and investment power with regard to the shares held by USV Opportunity 2014 Fund. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Opportunity 2014 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
6. These shares are held by USV Opportunity Investors 2014, LP ("USV Opportunity Investors 2014"). USV Opportunity 2014 GP, LLC is the general partner of USV Opportunity Investors 2014 and has sole voting and investment power with regard to the shares held by USV Opportunity Investors 2014. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Opportunity Investors 2014. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
Remarks:
Union Square Ventures 2012 Fund, L.P. By: Union Square 2012 GP, L.L.C., its General Partner By: /s/ John Buttrick, its Managing Member 04/05/2021
Union Square 2012 GP, L.L.C., By: /s/ John Buttrick, its Managing Member 04/05/2021
USV Opportunity 2014 GP, LLC, By: /s/ John Buttrick, its Managing Member 04/05/2021
USV Investors 2012 Fund, L.P., By: Union Square 2012 GP, L.L.C., its General Partner, By: /s/ John Buttrick, its Managing Member 04/05/2021
USV Opportunity 2014, LP, By: USV Opportunity 2014 GP, LLC, its General Partner, By: /s/ John Buttrick, its Managing Member 04/05/2021
USV Opportunity Investors 2014, LP, By: USV Opportunity 2014 GP, LLC, its General Partner, By: /s/ John Buttrick, its Managing Member 04/05/2021
/s/ John Buttrick 04/05/2021
/s/ Brad Burnham 04/05/2021
/s/ Andy Weissman 04/05/2021
/s/ Albert Wenger 04/05/2021
** 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 5 (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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