Coinbase Global Inc.

05/24/2022 | Press release | Distributed by Public on 05/24/2022 17:56

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 *
Choi Emilie
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
_____ Officer (give title below) _____ Other (specify below)
President /
(Last) (First) (Middle)
C/O COINBASE GLOBAL, INC.
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
NOT APPLICABLE DE
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Choi Emilie
C/O COINBASE GLOBAL, INC.

NOT APPLICABLE, DE


President

Signatures

/s/ Emilie Choi, by Doug Sharp, Attorney-in-Fact 2022-05-24
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) Reflects the transfers on (i) March 4, 2022, of 9,792 shares of Class A Common Stock from the Starvurst Annuity Trust to Emilie Choi; and (ii) April 14, 2022, of 55 shares of Class A Common Stock from the Starvurst Annuity Trust to Emilie Choi in satisfaction of GRAT annuity payments owed to the Reporting Person. The GRAT annuity payments reflected on this Form 4 were entered into in connection with the Reporting Person's long-term estate planning.
(2) These shares are held by the Starvurst Annuity Trust, of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
(3) Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
(4) Includes 46 shares acquired on April 29, 2022, pursuant to the Issuer's 2021 Employee Stock Purchase Plan.
(5) Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.
(6) These shares are held by the Starvurst Exempt Trust, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
(7) These shares are held by the Coinbase Annuity Trust, of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
(8) Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
(9) The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2021, until the award is fully vested on November 20, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.
(10) RSUs do not expire; they either vest or are canceled prior to vesting date.
(11) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.