Coinbase Global Inc.

05/17/2022 | Press release | Distributed by Public on 05/17/2022 18:08

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. 20549STATEMENT 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 *
Ehrsam Frederick Ernest III
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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
Ehrsam Frederick Ernest III
C/O COINBASE GLOBAL, INC.

NOT APPLICABLE, DE 		X

Signatures

/s/ Frederick Ernest Ehrsam III, by Doug Sharp, Attorney-in-Fact 2022-05-17
**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) Represents the weighted average purchase price. The lowest price at which shares were purchased was $68.91 and the highest price at which shares were purchased was $69.905. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (3) through (5) to this Form 4.
(2) These shares are held by Paradigm One LP. Paradigm One GP LLC, the general partner of Paradigm One LP, has sole voting and investment power with regard to the shares held by Paradigm One LP. The Frederick Ernest Ehrsam III Living Trust and Matt Huang are the managing members of Paradigm One GP LLC. The Reporting Person is the trustee of The Frederick Ernest Ehrsam III Living Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
(3) Represents the weighted average purchase price. The lowest price at which shares were purchased was $69.91 and the highest price at which shares were purchased was $70.00.
(4) Represents the weighted average purchase price. The lowest price at which shares were purchased was $71.66 and the highest price at which shares were purchased was $72.655.
(5) Represents the weighted average purchase price. The lowest price at which shares were purchased was $72.66 and the highest price at which shares were purchased was $73.25.
(6) The Reporting Person is the trustee of The Frederick Ernest Ehrsam III Living Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
(7) These shares are held by Paradigm Fund LP. Paradigm Fund GP LLC, the general partner of Paradigm Fund LP, has sole voting and investment power with regard to the shares held by Paradigm Fund LP. The Frederick Ernest Ehrsam III Living Trust and Matt Huang are the managing members of Paradigm Fund GP LLC. The Reporting Person is the trustee of The Frederick Ernest Ehrsam III Living Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
(8) 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.
(9) Reflects the transfer on May 10, 2022, of (i) 150,000 shares of Class B Common Stock from the Armstrong 2014 Irrevocable Trust to the Mount Moran 2022 Irrevocable Trust and (ii) 220,000 shares of Class B Common Stock from the Armstrong 2014 Irrevocable Trust to the Rendezvous Peak 2022 Irrevocable Trust. The transfers reflected on this Form were effectuated in connection with long-term estate planning matters. Following these transfers, the Reporting Person has no investment control and has not had, and will continue not to have, any pecuniary interest with respect to such shares.
(10) These shares are held by The Brian Armstrong 2014 Irrevocable Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
(11) The Reporting Person is the trustee of The Frederick Ernest Ehrsam III 2020 Grantor Retained Annuity Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
(12) These shares are held by the Brian Armstrong 2018 Irrevocable Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
(13) These shares are held by the Brian Armstrong Legacy Trust, of which the Reporting Person is the independent trustee and investment advisor. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
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.