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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
 Â	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* WILSON FREDERICK R (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) X Director X 10% Owner Officer (give title below) Other (specify below)
	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		J(1)		7,702,041	D	$0.00	3,924,059	I	By Union Square Ventures 2012 Fund, L.P.(2)
Class A Common Stock	04/14/2021		J(3)		297,959	D	$0.00	151,803	I	By USV Investors 2012 Fund, L.P.(4)
Class A Common Stock	04/14/2021		J(5)		1,141,886	D	$0.00	596,121	I	By USV Opportunity 2014, LP(6)
Class A Common Stock	04/14/2021		J(7)		58,114	D	$0.00	30,341	I	By USV Opportunity Investors 2014, LP(8)
Class A Common Stock	04/14/2021		S		3,755,323	D	$388.8889	168,736	I	By Union Square Ventures 2012 Fund, LP(2)
Class A Common Stock	04/14/2021		S		145,277	D	$388.8889	6,526	I	By USV Investors 2012 Fund, L.P.(4)
Class A Common Stock	04/14/2021		S		570,372	D	$388.8889	25,749	I	By USV Opportunity 2014, LP(6)
Class A Common Stock	04/14/2021		S		29,028	D	$388.8889	1,313	I	By USV Opportunity Investors 2014, LP(8)
Class A Common Stock	04/14/2021		J(9)		38,297	A	$0.00	38,297	I	By Trust(10)
Class A Common Stock	04/14/2021		J(11)		391,079	A	$0.00	391,079	I	By FRW 2012, LLC(12)
Class A Common Stock	04/14/2021		J(13)		34,286	A	$0.00	34,286	I	By FRW 2014, LLC(14)
Class A Common Stock	04/14/2021		J(15)		2,416	A	$0.00	2,416	I	By FJW Partners, LLC(16)
Class A Common Stock	04/15/2021		S		168,736	D	$330.0073	0	I	By Union Square Ventures 2012 Fund, LP(2)
Class A Common Stock	04/15/2021		S		6,526	D	$330.0073	0	I	By USV Investors 2012 Fund, L.P.(4)
Class A Common Stock	04/15/2021		S		25,749	D	$330.0073	0	I	By USV Opportunity 2014, LP(6)
Class A Common Stock	04/15/2021		S		1,313	D	$330.0073	0	I	By USV Opportunity Investors 2014, LP(8)

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

Explanation of Responses:

1. On April 14, 2021, Union Square Ventures 2012 Fund, LP ("USV 2012 Fund") distributed, for no consideration, 7,702,041 shares of the Issuer's Class A Common Stock to its limited partners and to Union Square 2012 GP, L.L.C., the general partner of USV 2012 Fund, representing each such partner's pro rata interest in such shares. On the same date, Union Square 2012 GP, L.L.C. distributed, for no consideration, the shares it received in the distribution to its members, representing each such member's pro rata interest in such shares.

2. These shares are held by USV 2012 Fund. Union Square 2012 GP, L.L.C. is the general partner of USV 2012 Fund and has sole voting and investment power with regard to the shares held by USV 2012 Fund. The Reporting Person, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV 2012 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

3. On April 14, 2021, USV Investors 2012 Fund, LP ("USV Investors 2012") distributed, for no consideration, 297,959 shares of the Issuer's Class A Common Stock to its limited partners and to Union Square 2012 GP, L.L.C., the general partner of USV Investors 2012, representing each such partner's pro rata interest in such shares. On the same date, Union Square 2012 GP, L.L.C. distributed, for no consideration, the shares it received in the distribution to its members, representing each such member's pro rata interest in such shares.

4. These shares are held by USV Investors 2012. Union Square 2012 GP, L.L.C. is the general partner of USV Investors 2012 and has sole voting and investment power with regard to the shares held by USV Investors 2012. The Reporting Person, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Investors 2012. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

5. On April 14, 2021, USV Opportunity 2014, LP ("USV Opportunity 2014 Fund") distributed, for no consideration, 1,141,886 shares of the Issuer's Class A Common Stock to its limited partners and to USV Opportunity 2014 GP, LLC, the general partner of USV Opportunity 2014 Fund, representing each such partner's pro rata interest in such shares. On the same date, USV Opportunity 2014 GP, LLC distributed, for no consideration, the shares it received in the distribution to its members, representing each such member's pro rata interest in such shares.

6. These shares are held by USV Opportunity 2014 Fund. USV Opportunity 2014 GP, LLC is the general partner of USV Opportunity 2014 Fund and has sole voting and investment power with regard to the shares held by USV Opportunity 2014 Fund. The Reporting Person, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Opportunity 2014 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

7. On April 14, 2021, USV Opportunity Investors 2014, LP ("USV Opportunity Investors 2014") distributed, for no consideration, 58,114 shares of the Issuer's Class A Common Stock to its limited partners and to USV Opportunity 2014 GP, LLC, the general partner of USV Opportunity Investors 2014, representing each such partner's pro rata interest in such shares. On the same date, USV Opportunity 2014 GP, LLC distributed, for no consideration, the shares it received in the distribution to its members, representing each such member's pro rata interest in such shares.

8. These shares are held by USV Opportunity Investors 2014. USV Opportunity 2014 GP, LLC is the general partner of USV Opportunity Investors 2014 and has sole voting and investment power with regard to the shares held by USV Opportunity Investors 2014. The Reporting Person, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Opportunity Investors 2014. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

9. Represents a pro rata share distribution of the Issuer's Class A Common Stock by USV 2012 Fund to its partners and such partners' members, as applicable, for no consideration.

10. These shares are held of record by The Frederick Wilson 1999 Irrevocable Trust, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of the shares owned by The Frederick Wilson Irrevocable Trust, except to the extent of his pecuniary interest therein, if any.

11. Represents pro rata share distributions of the Issuer's Class A Common Stock by USV 2012 Fund and USV Investors 2012 to their partners and such partners' members, as applicable, for no consideration.

12. The Reporting Person is a managing member of FRW 2012, LLC and, as such, he may be deemed to have voting and dispositive power over the shares owned by FRW 2012, LLC. The Reporting Person disclaims beneficial ownership of the shares owned by FRW 2012, LLC, except to the extent of his pecuniary interest therein, if any.

13. Represents pro rata share distributions of the Issuer's Class A Common Stock by USV Opportunity 2014 Fund to its partners and such partners' members, as applicable, for no consideration.

14. The Reporting Person is a managing member of FRW 2014, LLC and, as such, he may be deemed to have voting and dispositive power over the shares owned by FRW 2014, LLC. The Reporting Person disclaims beneficial ownership of the shares owned by FRW 2014, LLC, except to the extent of his pecuniary interest therein, if any.

15. Represents a pro rata share distribution of the Issuer's Class A Common Stock by CNK Fund I, L.P., as nominee, to its partners and such partners' members, as applicable, for no consideration.

16. Each of the Reporting Person and his spouse is a managing member of FJW Partners, LLC and, as such, may be deemed to share voting and dispositive power over the shares owned by FJW Partners. The Reporting Person disclaims beneficial ownership of the shares owned by FJW Partners, except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Fred R. Wilson, by Doug Sharp, Attorney-in-Fact	04/16/2021
	** Signature of Reporting Person	Date
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