0001209191-21-027150.txt : 20210416 0001209191-21-027150.hdr.sgml : 20210416 20210416215326 ACCESSION NUMBER: 0001209191-21-027150 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210401 FILED AS OF DATE: 20210416 DATE AS OF CHANGE: 20210416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armstrong Brian CENTRAL INDEX KEY: 0001851492 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40289 FILM NUMBER: 21832958 MAIL ADDRESS: STREET 1: C/O COINBASE GLOBAL, INC. STREET 2: 100 PINE STREET, SUITE 1250 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brian Armstrong Living Trust CENTRAL INDEX KEY: 0001856705 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40289 FILM NUMBER: 21832957 BUSINESS ADDRESS: STREET 1: C/O COINBASE GLOBAL, INC. STREET 2: 100 PINE STREET, SUITE 1250 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 888-908-7930 MAIL ADDRESS: STREET 1: C/O COINBASE GLOBAL, INC. STREET 2: 100 PINE STREET, SUITE 1250 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Coinbase Global, Inc. CENTRAL INDEX KEY: 0001679788 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 464707224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3027770200 MAIL ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2021-04-01 2021-04-01 0 0001679788 Coinbase Global, Inc. COIN 0001851492 Armstrong Brian C/O COINBASE GLOBAL, INC. NOT APPLICABLE DE 1 1 1 0 Chairman and CEO 0001856705 Brian Armstrong Living Trust C/O COINBASE GLOBAL, INC. NOT APPLICABLE DE 0 0 1 0 Employee Stock Option (right to buy) 18.71 2029-10-30 Class A Common Stock 2753924 D Employee Stock Option (right to buy) 23.46 2030-08-10 Class A Common Stock 9293911 D Class B Common Stock Class A Common Stock 20220357 I By The Brian Armstrong Living Trust Class B Common Stock Class A Common Stock 2215422 I By The Brian Armstrong 2018 Grantor Retained Annuity Trust Class B Common Stock Class A Common Stock 7726792 I By The Brian Armstrong 2020 Grantor Retained Annuity Trust Class B Common Stock Class A Common Stock 950490 I The Ehrsam 2014 Irrevocable Trust Series FF Preferred Stock Class B Common Stock 5738772 I By The Brian Armstrong Living Trust The option vests as to 1/48 of the total shares monthly over four years, with the first 1/48 vesting on July 3, 2019 and 100% of the total shares vested and exercisable on June 3, 2023, 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. The option is subject to milestone vesting as follows: (a) 34% of the total shares underlying the option vest upon the Company Stock Price (as defined below) reaching $200 per share and (b) 13.2% of the total shares underlying the option vest for each $40 increase in the Company Stock Price thereafter up to a maximum of $400, subject to certain adjustments and, in each case, subject to continued service as the Issuer's Chief Executive Officer. For purposes of this stock option, "Company Stock Price" shall mean the volume weighted average price of our Class A common stock as reported on The Nasdaq Global Select Market for 60 consecutive trading days at any time during the term of the option. 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. These shares are held by The Ehrsam 2014 Irrevocable Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any. The Series FF Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Upon the effectiveness of the Issuer's Registration Statement on Form S-1, all shares of Series FF Preferred Stock will be converted into shares of Class B Common Stock of the Issuer. This amendment to Form 3 filed on April 1, 2021 is filed to include The Brian Armstrong Living Trust as a joint filer. /s/ Brian Armstrong, by Doug Sharp, Attorney-in-Fact 2021-04-16 /s/ The Brian Armstrong Living Trust, by Doug Sharp, Attorney-in-Fact 2021-04-16 EX-24.3A_979654 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints Juan Suarez, Doug Sharp and Jolie Yang, as long as they are providing services to Coinbase Global, Inc. or its related entities (the "Company"), or either of them, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company or other beneficial owner of the Company's securities, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such forms with the Securities and Exchange Commission and any stock exchange or similar authority, if required; and (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of April, 2021. THE BRIAN ARMSTRONG LIVING TRUST By: /s/ Brian Armstrong Name: Brian Armstrong Its: Trustee