SEC FORM 3

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^*

Brock Lawrence J

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

(Street)

NOT APPLICABLE

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2023

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

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

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

5. 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 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)
Class A Common Stock	10,939	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	04/16/2029	Class A Common Stock	130,761	$17.87	D
Employee Stock Option (right to buy)	⁽²⁾	02/04/2030	Class A Common Stock	183,520	$18.71	D
Employee Stock Option (right to buy)	⁽³⁾	02/09/2032	Class A Common Stock	40,061	$214.5	D
Restricted Stock Units	⁽⁴⁾	⁽⁵⁾	Class A Common Stock	193,411	$0.0	D
Restricted Stock Units	⁽⁶⁾	⁽⁵⁾	Class A Common Stock	10,285	$0.0	D

Explanation of Responses:

1. The options vested with respect to 1/4th of the total shares on February 25, 2020, and the remaining options vest in equal monthly installments thereafter until the options are fully vested on February 25, 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.

2. The options vested with respect to 1/36th of the total shares on March 5, 2020, and the remaining options vest in equal monthly installments thereafter until the options are fully vested on February 5, 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.

3. The options vested with respect to 1/12th of the total shares on February 20, 2022, and the remaining options vest in equal monthly installments thereafter until the options are fully vested on November 20, 2024, 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.

4. The restricted stock units ("RSUs") vest in equal quarterly installments over two years, with the first 1/8 vesting on February 20, 2023, until the award is fully vested on November 20, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.

5. RSUs do not expire; they either vest or are canceled prior to vesting date.

6. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2022, until the award is fully vested on November 20, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Lawrence J. Brock, by Doug Sharp, Attorney-in-Fact	02/07/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.