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^*

Ehrsam Frederick Ernest III

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2021

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	11/30/2021		G⁽¹⁾	V	15,560	D	$0	1,239,495	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		863	D	$294.3705⁽³⁾	1,238,632	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		837	D	$295.5448⁽⁴⁾	1,237,795	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		312	D	$296.64⁽⁵⁾	1,237,483	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		484	D	$297.59⁽⁶⁾	1,236,999	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		701	D	$298.5933⁽⁷⁾	1,236,298	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		600	D	$299.673⁽⁸⁾	1,235,698	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		843	D	$300.9325⁽⁹⁾	1,234,855	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		585	D	$302.6277⁽¹⁰⁾	1,234,270	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		715	D	$303.8441⁽¹¹⁾	1,233,555	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		1,100	D	$304.9278⁽¹²⁾	1,232,455	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		2,119	D	$306.0723⁽¹³⁾	1,230,336	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		4,810	D	$306.789⁽¹⁴⁾	1,225,526	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		2,100	D	$307.8717⁽¹⁵⁾	1,223,426	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		2,429	D	$308.801⁽¹⁶⁾	1,220,997	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		187	D	$309.7464⁽¹⁷⁾	1,220,810	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		1,676	D	$311.0288⁽¹⁸⁾	1,219,134	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		3,605	D	$311.9817⁽¹⁹⁾	1,215,529	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		2,719	D	$312.9043⁽²⁰⁾	1,212,810	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		1,660	D	$314.0019⁽²¹⁾	1,211,150	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		2,144	D	$314.8177⁽²²⁾	1,209,006	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		9,522	D	$315.8738⁽²³⁾	1,199,484	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		5,577	D	$316.7668⁽²⁴⁾	1,193,907	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		5,649	D	$317.8366⁽²⁵⁾	1,188,258	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		5,745	D	$318.9026⁽²⁶⁾	1,182,513	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		3,923	D	$319.7596⁽²⁷⁾	1,178,590	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		2,157	D	$320.748⁽²⁸⁾	1,176,433	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		1,355	D	$321.8645⁽²⁹⁾	1,175,078	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock	12/01/2021		S⁽²⁾		295	D	$322.6904⁽³⁰⁾	1,174,783	I	By The Frederick Ernest Ehrsam III Living Trust
Class A Common Stock								2,544,755	I	By Paradigm Fund, L.P.⁽³¹⁾

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)
Class B Common Stock	⁽³²⁾	11/18/2021		G⁽³³⁾	V	2,145,532		⁽³²⁾	⁽³²⁾	Class A Common Stock	2,145,532	$0	2,145,532	I	By The Brian Armstrong 2018 Irrevocable Trust⁽³⁴⁾
Class B Common Stock	⁽³²⁾	11/18/2021		G⁽³³⁾	V		70,118	⁽³²⁾	⁽³²⁾	Class A Common Stock	70,118	$0	2,927,343	I	By The Frederick Ernest Ehrsam III 2020 Grantor Retained Annuity Trust
Class B Common Stock	⁽³²⁾	11/18/2021		G⁽³³⁾	V	70,118		⁽³²⁾	⁽³²⁾	Class A Common Stock	70,118	$0	5,872,707	I	By The Frederick Ernest Ehrsam III Living Trust

Explanation of Responses:

1. Reflects a bona fide charitable gift made by the Reporting Person.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 1, 2021, during an open trading window.

3. Represents the weighted average sale price. The lowest price at which shares were sold was $293.94 and the highest price at which shares were sold was $294.715. 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 (3) to (30) to this Form 4.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $295.20 and the highest price at which shares were sold was $296.13.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $296.235 and the highest price at which shares were sold was $297.23.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $297.25 and the highest price at which shares were sold was $297.94.

7. Represents the weighted average sale price. The lowest price at which shares were sold was $298.26 and the highest price at which shares were sold was $299.03.

8. Represents the weighted average sale price. The lowest price at which shares were sold was $299.39 and the highest price at which shares were sold was $300.30.

9. Represents the weighted average sale price. The lowest price at which shares were sold was $300.58 and the highest price at which shares were sold was $301.27.

10. Represents the weighted average sale price. The lowest price at which shares were sold was $302.245 and the highest price at which shares were sold was $303.22.

11. Represents the weighted average sale price. The lowest price at which shares were sold was $303.25 and the highest price at which shares were sold was $304.21.

12. Represents the weighted average sale price. The lowest price at which shares were sold was $304.27 and the highest price at which shares were sold was $305.26.

13. Represents the weighted average sale price. The lowest price at which shares were sold was $305.33 and the highest price at which shares were sold was $306.32.

14. Represents the weighted average sale price. The lowest price at which shares were sold was $306.34 and the highest price at which shares were sold was $307.31.

15. Represents the weighted average sale price. The lowest price at which shares were sold was $307.39 and the highest price at which shares were sold was $308.38.

16. Represents the weighted average sale price. The lowest price at which shares were sold was $308.395 and the highest price at which shares were sold was $309.31.

17. Represents the weighted average sale price. The lowest price at which shares were sold was $309.47 and the highest price at which shares were sold was $310.45.

18. Represents the weighted average sale price. The lowest price at which shares were sold was $310.53 and the highest price at which shares were sold was $311.52.

19. Represents the weighted average sale price. The lowest price at which shares were sold was $311.53 and the highest price at which shares were sold was $312.52.

20. Represents the weighted average sale price. The lowest price at which shares were sold was $312.53 and the highest price at which shares were sold was $313.48.

21. Represents the weighted average sale price. The lowest price at which shares were sold was $313.53 and the highest price at which shares were sold was $314.31.

22. Represents the weighted average sale price. The lowest price at which shares were sold was $314.32 and the highest price at which shares were sold was $315.20.

23. Represents the weighted average sale price. The lowest price at which shares were sold was $315.32 and the highest price at which shares were sold was $316.30.

24. Represents the weighted average sale price. The lowest price at which shares were sold was $316.33 and the highest price at which shares were sold was $317.29.

25. Represents the weighted average sale price. The lowest price at which shares were sold was $317.34 and the highest price at which shares were sold was $318.33.

26. Represents the weighted average sale price. The lowest price at which shares were sold was $318.35 and the highest price at which shares were sold was $319.34.

27. Represents the weighted average sale price. The lowest price at which shares were sold was $319.35 and the highest price at which shares were sold was $320.33.

28. Represents the weighted average sale price. The lowest price at which shares were sold was $320.355 and the highest price at which shares were sold was $321.31.

29. Represents the weighted average sale price. The lowest price at which shares were sold was $321.37 and the highest price at which shares were sold was $322.325.

30. Represents the weighted average sale price. The lowest price at which shares were sold was $322.49 and the highest price at which shares were sold was $322.81.

31. These shares are held by Paradigm Fund L.P. Paradigm Fund GP LLC, the general partner of Paradigm Fund L.P., has sole voting and investment power with regard to the shares held by Paradigm Fund L.P. The Frederick Ernest Ehrsam III Living Trust and Matt Huang are the managing members of Paradigm Fund GP LLC. The Reporting Person is the trustee of The Frederick Ernest Ehrsam III Living Trust. Shares held by Paradigm Fund L.P. include shares that may be subsequently sold by each of the each of Frederick Ernest Ehrsam III Living Trust and Matt Huang following in-kind distributions of shares by such entity. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

32. 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.

33. Reflects the transfer on November 18, 2021, of (i) 2,145,532 shares of Class B Common Stock from the Brian Armstrong 2018 Grantor Retained Annuity Trust to the Brian Armstrong 2018 Irrevocable Trust and (ii) 70,118 shares of Class B Common Stock from the Frederick Ernest Ehrsam III 2020 Grantor Retained Annuity Trust to the Frederick Ernest Ehrsam III Living Trust in satisfaction of GRAT annuity payments owed to the Reporting Person. The GRAT annuity payments reflected on this Form were entered into in connection with the Reporting Person's long-term estate planning.

34. These shares are held by The Brian Armstrong 2018 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.

Remarks:

	/s/ Frederick Ernest Ehrsam III, by Jolie Yang, Attorney-in-Fact	12/02/2021
	** 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 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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