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*
Andreessen Marc L

(Last) (First) (Middle)
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 04/01/2021 C(1) 27,630 A $0.00(2) 27,630 I By Andreessen Horowitz Fund III, L.P.(3)
Class A Common Stock 04/01/2021 C(4) 5,407,949 A $0.00(5) 5,435,579 I By Andreessen Horowitz Fund III, L.P.(3)
Class A Common Stock 04/01/2021 C(6) 107,370 A $0.00(5) 107,370 I By a16z Seed-III, LLC(7)
Class A Common Stock 04/01/2021 C(8) 454,334 A $0.00(5) 454,334 I By AH Parallel Fund III, L.P.(9)
Class A Common Stock 4,618,842 I By Andreessen Horowitz LSV Fund I, L.P.(10)
Class A Common Stock 869,565 I By CNK Fund I, L.P.(11)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (5) 04/01/2021 C 257,688 (5) (5) Class A Common Stock 257,688 $0.00(5) 429,480 I By a16z Seed-III, LLC(7)
Class B Common Stock (5) 04/01/2021 C 21,714,684 (5) (5) Class A Common Stock 21,714,684 $0.00(5) 21,714,684 I By Andreessen Horowitz Fund III, L.P.(3)
Class B Common Stock (5) 04/01/2021 C 1,817,334 (5) (5) Class A Common Stock 1,817,334 $0.00(5) 1,817,334 I By AH Parallel Fund III, L.P.(9)
Class B Common Stock (5) 04/01/2021 C(6) 107,370 (5) (5) Class A Common Stock 107,370 $0.00(5) 322,110 I By a16z Seed-III, LLC(7)
Class B Common Stock (5) 04/01/2021 C(8) 454,334 (5) (5) Class A Common Stock 454,334 $0.00(5) 1,363,000 I By AH Parallel Fund III, L.P.(9)
Class B Common Stock (5) 04/01/2021 C(4) 5,407,949 (5) (5) Class A Common Stock 5,407,949 $0.00(5) 16,306,735 I By Andreessen Horowitz Fund III, L.P.(3)
Series A Preferred Stock (12) 04/01/2021 C 257,688 (12) (12) Class B Common Stock 257,688 $0.00(12) 0 I By a16z Seed-III, LLC(7)
Series B Preferred Stock (12) 04/01/2021 C 19,182,924 (12) (12) Class B Common Stock 19,182,924 $0.00(12) 0 I By Andreessen Horowitz Fund III, L.P.(3)
Series C Preferred Stock (12) 04/01/2021 C 2,531,760 (12) (12) Class B Common Stock 2,531,760 $0.00(12) 0 I By Andreessen Horowitz Fund III, L.P.(3)
Series D Preferred Stock (12) 04/01/2021 C 1,817,334 (12) (12) Class B Common Stock 1,817,334 $0.00(12) 0 I By AH Parallel Fund III, L.P.(9)
Series E Preferred Stock (2) 04/01/2021 C(1) 27,630 (2) (2) Class A Common Stock 27,630 $0.00(2) 0 I By Andreessen Horowitz Fund III, L.P.(3)
Explanation of Responses:
1. Represents the conversion of 27,630 shares of Series E Preferred Stock held of record by Andreessen Horowitz Fund III, L.P. into Class A Common Stock.
2. The Series E Preferred Stock is convertible into Class A 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 E Preferred Stock automatically converted into shares of Class A Common Stock of the Issuer.
3. These securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the securities held by the AH Fund III Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by the AH Fund III Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
4. Represents the conversion of 5,407,949 shares of Class B Common Stock held of record by Andreessen Horowitz Fund III, L.P. into Class A Common Stock.
5. 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.
6. Represents the conversion of 107,370 shares of Class B Common Stock held of record by a16z Seed-III, LLC into Class A Common Stock.
7. These securities are held of record by a16z Seed-III, LLC ("a16z Seed"). The securities held directly by a16z Seed are indirectly held by AH Fund III Entities, the members of a16z Seed. AH EP III, the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the shares held by a16z Seed. The Reporting Person and Ben Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by a16z Seed. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Seed and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
8. Represents the conversion of 454,334 shares of Class B Common Stock held of record by AH Parallel Fund III, L.P. into Class A Common Stock.
9. These securities are held by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P., and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel Fund III Entities"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel"), the general partner of the AH Parallel Fund III Entities, has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund III Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP III Parallel and share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund III Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
10. These securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, has sole voting and dispositive power with regard to the shares held by the AH LSV Fund I Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP LSV I and share voting and dispositive power with respect to the shares held by the AH LSV Fund I Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
11. These securities are held by CNK Fund I, L.P., for itself and as nominee for CNK Fund I-B, L.P. and CNK Fund I-Q, L.P. (collectively, the "CNK Fund I Entities"). CNK Equity Partners I, L.L.C. ("CNK EP I"), the general partner of the CNK Fund I Entities, has sole voting and dispositive power with regard to the shares held by the CNK Fund I Entities. The Reporting Person, Christopher Dixon and Ben Horowitz are the managing members of CNK EP I and share voting and dispositive power with respect to the shares held by the CNK Fund I Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the CNK Fund I Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
12. The Series A, Series B, Series C and Series D 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, Series B, Series C and Series D Preferred Stock automatically converted into shares of Class B Common Stock of the Issuer.
Remarks:
/s/ Doug Sharp, Attorney-in-Fact for Marc L. Andreessen 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 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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