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^*

Armstrong Brian

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2022

4. 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 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	11/11/2022		C⁽¹⁾⁽²⁾		17	A	$0⁽³⁾	29,732	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		300	D	$46.7067⁽⁴⁾	29,432	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		700	D	$48.3995⁽⁵⁾	28,732	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		500	D	$49.335⁽⁶⁾	28,232	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		1,083	D	$50.5726⁽⁷⁾	27,149	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		1,600	D	$51.2306⁽⁸⁾	25,549	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		2,090	D	$52.6499⁽⁹⁾	23,459	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		4,310	D	$53.6512⁽¹⁰⁾	19,149	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		3,700	D	$54.6573⁽¹¹⁾	15,449	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		5,204	D	$55.6334⁽¹²⁾	10,245	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		6,990	D	$56.4795⁽¹³⁾	3,255	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		2,755	D	$57.6802⁽¹⁴⁾	500	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/11/2022		S⁽²⁾		500	D	$58.159⁽¹⁵⁾	0	I	By The Brian Armstrong Living Trust

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	⁽³⁾	11/11/2022		G⁽¹⁶⁾			1,386,462	⁽³⁾	⁽³⁾	Class A Common Stock	1,386,462	$0	6,159,583	I	By The Brian Armstrong 2020 Grantor Retained Annuity Trust
Class B Common Stock	⁽³⁾	11/11/2022		G⁽¹⁶⁾		1,386,462		⁽³⁾	⁽³⁾	Class A Common Stock	1,386,462	$0	26,546,228	I	By The Brian Armstrong Living Trust
Class B Common Stock	⁽³⁾	11/11/2022		C⁽¹⁾⁽²⁾			17	⁽³⁾	⁽³⁾	Class A Common Stock	17	$0	26,546,211	I	By The Brian Armstrong Living Trust
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	950,490		950,490	I	By The Ehrsam 2014 Irrevocable Trust⁽¹⁷⁾

1. Name and Address of Reporting Person^*

Armstrong Brian

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

(Street)

NOT APPLICABLE

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brian Armstrong Living Trust

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

(Street)

NOT APPLICABLE

(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. Represents the conversion of Class B Common Stock held of record by The Brian Armstrong Living Trust into Class A Common Stock.

2. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 26, 2022, during an open trading window.

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. Represents the weighted average sale price. The lowest price at which shares were sold was $46.65 and the highest price at which shares were sold was $46.82. 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 (4) to (15) to this Form 4.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $47.93 and the highest price at which shares were sold was $48.77.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $48.95 and the highest price at which shares were sold was $49.61.

7. Represents the weighted average sale price. The lowest price at which shares were sold was $49.99 and the highest price at which shares were sold was $50.98.

8. Represents the weighted average sale price. The lowest price at which shares were sold was $51.00 and the highest price at which shares were sold was $51.71.

9. Represents the weighted average sale price. The lowest price at which shares were sold was $52.00 and the highest price at which shares were sold was $52.985.

10. Represents the weighted average sale price. The lowest price at which shares were sold was $53.015 and the highest price at which shares were sold was $53.98.

11. Represents the weighted average sale price. The lowest price at which shares were sold was $54.11 and the highest price at which shares were sold was $55.055.

12. Represents the weighted average sale price. The lowest price at which shares were sold was $55.11 and the highest price at which shares were sold was $56.10.

13. Represents the weighted average sale price. The lowest price at which shares were sold was $56.135 and the highest price at which shares were sold was $57.13.

14. Represents the weighted average sale price. The lowest price at which shares were sold was $57.14 and the highest price at which shares were sold was $58.01.

15. Represents the weighted average sale price. The lowest price at which shares were sold was $58.155 and the highest price at which shares were sold was $58.175.

16. Reflects the transfer on November 11, 2022 of 1,386,462 shares of Class B Common Stock from The Brian Armstrong 2020 Grantor Retained Annuity Trust ("GRAT") to The Brian Armstrong Living Trust in satisfaction of a GRAT annuity payment owed to the Reporting Person. The GRAT annuity payment reflected on this Form was entered into in connection with the Reporting Person's long-term estate planning.

17. 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.

Remarks:

	/s/ Brian Armstrong, by Doug Sharp, Attorney-in-Fact	11/15/2022
	/s/ The Brian Armstrong Living Trust, by Doug Sharp, Attorney-in-Fact	11/15/2022
	** 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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