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*
Choi Emilie

(Last) (First) (Middle)
C/O COINBASE GLOBAL, INC.

(Street)
NOT APPLICABLE DE

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2021
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 04/14/2021 M 50,549 A $6.9733 90,518 D
Class A Common Stock 04/14/2021 M 501,080 A $18.71 591,598 D
Class A Common Stock 04/14/2021 S 1 D $312.09 591,597 D
Class A Common Stock 04/14/2021 S 1,800 D $313.5179(1) 589,797 D
Class A Common Stock 04/14/2021 S 300 D $317.13(2) 589,497 D
Class A Common Stock 04/14/2021 S 28,402 D $320.0332(3) 561,095 D
Class A Common Stock 04/14/2021 S 9,991 D $321.118(4) 551,104 D
Class A Common Stock 04/14/2021 S 6,120 D $321.7671(5) 544,984 D
Class A Common Stock 04/14/2021 S 25,158 D $323.3076(6) 519,826 D
Class A Common Stock 04/14/2021 S 9,304 D $324.138(7) 510,522 D
Class A Common Stock 04/14/2021 S 71,145 D $325.3683(8) 439,377 D
Class A Common Stock 04/14/2021 S 50,113 D $326.4058(9) 389,264 D
Class A Common Stock 04/14/2021 S 20,942 D $327.5674(10) 368,322 D
Class A Common Stock 04/14/2021 S 22,629 D $328.3997(11) 345,693 D
Class A Common Stock 04/14/2021 S 9,826 D $329.6899(12) 335,867 D
Class A Common Stock 04/14/2021 S 7,600 D $330.6336(13) 328,267 D
Class A Common Stock 04/14/2021 S 12,300 D $331.8576(14) 315,967 D
Class A Common Stock 04/14/2021 S 9,800 D $333.0157(15) 306,167 D
Class A Common Stock 04/14/2021 S 2,711 D $334.5543(16) 303,456 D
Class A Common Stock 04/14/2021 S 3,974 D $335.0742(17) 299,482 D
Class A Common Stock 04/14/2021 S 1,628 D $336.1008(18) 297,854 D
Class A Common Stock 04/14/2021 S 3,050 D $337.1826(19) 294,804 D
Class A Common Stock 04/14/2021 S 1,700 D $339.3676(20) 293,104 D
Class A Common Stock 04/14/2021 S 1,206 D $342.7129(21) 291,898 D
Class A Common Stock 04/14/2021 S 300 D $343.93 291,598 D
Class A Common Stock 04/14/2021 S 1,300 D $350.5377(22) 290,298 D
Class A Common Stock 04/14/2021 S 600 D $351.335(23) 289,698 D
Class A Common Stock 04/14/2021 S 810 D $353.0148(24) 288,888 D
Class A Common Stock 04/14/2021 S 100 D $354.43 288,788 D
Class A Common Stock 04/14/2021 S 100 D $374 288,688 D
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
Employee Stock Option (right to buy) $6.9733 04/14/2021 M 50,549 (25) 04/30/2028 Class A Common Stock 50,549 $0.00 110,000 D
Employee Stock Option (right to buy) $18.71 04/14/2021 M 501,080 (26) 10/30/2029 Class A Common Stock 501,080 $0.00 1,308,513 D
Explanation of Responses:
1. Represents the weighted average sale price. The lowest price at which shares were sold was $313.33 and the highest price at which shares were sold was $314.16. The Reporting Person undertakes to provide upon request to the staff of the Securities 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 (1) through (24) to this Form 4.
2. Represents the weighted average sale price. The lowest price at which shares were sold was $317.12 and the highest price at which shares were sold was $317.135.
3. Represents the weighted average sale price. The lowest price at which shares were sold was $319.58 and the highest price at which shares were sold was $320.56.
4. Represents the weighted average sale price. The lowest price at which shares were sold was $320.58 and the highest price at which shares were sold was $321.57.
5. Represents the weighted average sale price. The lowest price at which shares were sold was $321.595 and the highest price at which shares were sold was $322.35.
6. Represents the weighted average sale price. The lowest price at which shares were sold was $322.86 and the highest price at which shares were sold was $323.85.
7. Represents the weighted average sale price. The lowest price at which shares were sold was $323.86 and the highest price at which shares were sold was $324.78.
8. Represents the weighted average sale price. The lowest price at which shares were sold was $324.99 and the highest price at which shares were sold was $325.93.
9. Represents the weighted average sale price. The lowest price at which shares were sold was $326.00 and the highest price at which shares were sold was $326.97.
10. Represents the weighted average sale price. The lowest price at which shares were sold was $327.17 and the highest price at which shares were sold was $328.15.
11. Represents the weighted average sale price. The lowest price at which shares were sold was $328.17 and the highest price at which shares were sold was $329.16.
12. Represents the weighted average sale price. The lowest price at which shares were sold was $329.22 and the highest price at which shares were sold was $329.99.
13. Represents the weighted average sale price. The lowest price at which shares were sold was $330.32 and the highest price at which shares were sold was $330.93.
14. Represents the weighted average sale price. The lowest price at which shares were sold was $331.43 and the highest price at which shares were sold was $332.42.
15. Represents the weighted average sale price. The lowest price at which shares were sold was $332.47 and the highest price at which shares were sold was $333.44.
16. Represents the weighted average sale price. The lowest price at which shares were sold was $333.80 and the highest price at which shares were sold was $334.75.
17. Represents the weighted average sale price. The lowest price at which shares were sold was $334.80 and the highest price at which shares were sold was $335.50.
18. Represents the weighted average sale price. The lowest price at which shares were sold was $335.96 and the highest price at which shares were sold was $336.86.
19. Represents the weighted average sale price. The lowest price at which shares were sold was $337.00 and the highest price at which shares were sold was $337.30.
20. Represents the weighted average sale price. The lowest price at which shares were sold was $339.17 and the highest price at which shares were sold was $339.41.
21. Represents the weighted average sale price. The lowest price at which shares were sold was $342.37 and the highest price at which shares were sold was $343.17.
22. Represents the weighted average sale price. The lowest price at which shares were sold was $350.03 and the highest price at which shares were sold was $351.00.
23. Represents the weighted average sale price. The lowest price at which shares were sold was $351.28 and the highest price at which shares were sold was $351.42.
24. Represents the weighted average sale price. The lowest price at which shares were sold was $352.50 and the highest price at which shares were sold was $353.15.
25. The options vest in equal increments on the 5th day of each month until the options are fully vested on March 5, 2022, 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.
26. The options vest in equal monthly increments over four years, with the first 1/48 of the options vesting on July 3, 2019, until the options are fully vested 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.
Remarks:
This Form 4 is the first of two Form 4s filed relating to transactions occurring on April 14, 2021. This Form 4 has been split into two filings because there are more than 30 transactions reported in Table I in total, and the SEC's EDGAR filing system limits transactions reported in Table I or Table II to 30.
/s/ Emilie Choi, by Doug Sharp, Attorney-in-Fact 04/16/2021
** 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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