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) 04/14/2021 | ||||||||||||||||||||||||||
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 | 04/14/2021 | 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) | |||||||||||||||
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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 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 | |
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. |