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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/16/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 04/16/2021 | J(1) | 391,079 | D | $0.00 | 0 | I | By FRW 2012, LLC(2) | ||
Class A Common Stock | 04/16/2021 | J(3) | 65,908 | D | $0.00 | 0 | I | By FRW 2014, LLC(4) | ||
Class A Common Stock | 04/16/2021 | J(5) | 241,676 | A | $0.00 | 241,676 | D(6) | |||
Class A Common Stock | 04/16/2021 | J(7) | 195,539 | A | $0.00 | 195,539 | I | By Trust(8) | ||
Class A Common Stock | 04/16/2021 | J(9) | 19,772 | A | $0.00 | 58,069 | I | By Trust(10) | ||
Class A Common Stock | 2,416 | I | By FJW Partners, LLC(11) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 16, 2021, FRW 2012, LLC distributed, for no consideration, 391,079 shares of the Issuer's Class A Common Stock to its members, representing each such member's pro rata interest in such shares. |
2. 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. |
3. On April 16, 2021, FRW 2014, LLC distributed, for no consideration, 65,908 shares of the Issuer's Class A Common Stock to its members, representing each such member's pro rata interest in such shares. |
4. 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. |
5. Represents a pro rata share distribution of (a) 195,540 shares of the Issuer's Class A Common Stock by FRW 2012, LLC to its members, for no consideration, and (b) 46,136 shares of the Issuer's Class A Common Stock by FRW 2014, LLC to its members, for no consideration. |
6. Represents shares of the Issuer's Class A Common Stock beneficially owned by the Reporting Person and his spouse. |
7. Represents a pro rata share distribution of 195,539 shares of the Issuer's Class A Common Stock by FRW 2012, LLC to its members, for no consideration. |
8. These shares are held of record by The Fred and Joanne Wilson 2012 Delaware Trust, of which the Reporting Person's spouse is the grantor. The Reporting Person disclaims beneficial ownership of the shares owned by The Fred and Joanne Wilson 2012 Delaware Trust, except to the extent of his pecuniary interest therein, if any. |
9. Represents a pro rata share distribution of 19,772 shares of the Issuer's Class A Common Stock by FRW 2014, LLC to its members, 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. 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 | 04/20/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |