FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2021 |
3. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (1) | (1) | Class A Common Stock | 348,594 | (1) | I | By Union Square Ventures 2012 Fund, L.P.(2) |
Class B Common Stock | (1) | (1) | Class A Common Stock | 13,488 | (1) | I | By USV Investors 2012 Fund, L.P.(3) |
Series A Preferred Stock | (4) | (4) | Class B Common Stock | 11,277,506 | (4) | I | By Union Square Ventures 2012 Fund, L.P.(2) |
Series A Preferred Stock | (4) | (4) | Class B Common Stock | 436,274 | (4) | I | By USV Investors 2012 Fund, L.P.(3) |
Series C Preferred Stock | (4) | (4) | Class B Common Stock | 1,738,007 | (4) | I | By USV Opportunity 2014, LP(5) |
Series C Preferred Stock | (4) | (4) | Class B Common Stock | 88,455 | (4) | I | By USV Opportunity Investors 2014, LP(6) |
Explanation of Responses: |
1. 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. |
2. These shares are held by Union Square Ventures 2012 Fund, L.P. ("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. These shares are held by USV Investors 2012 Fund, L.P. ("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. |
4. The Series A and Series C Preferred Stock are each convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Upon the effectiveness of the Issuer's Registration Statement on Form S-1, all shares of Series A and Series C Preferred Stock will be converted, in an exempt transaction pursuant to Rule 16b-7, into shares of Class B Common Stock of the Issuer. |
5. These shares are held by USV Opportunity 2014, LP ("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. |
6. These shares are held by USV Opportunity Investors 2014, LP ("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. |
Remarks: |
/s/ Fred R. Wilson, by Doug Sharp, Attorney-in-Fact | 04/01/2021 | |
** 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 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). | ||
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. |