S-8

As filed with the Securities and Exchange Commission on July 24, 2018

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COASTAL FINANCIAL CORPORATION

(exact name of registrant as specified in its charter)

Washington	56-2392007
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5415 Evergreen Way

Everett, Washington 98203

(425) 257-9000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Coastal Financial Corporation 2006 Stock Option and Equity Compensation Plan

Coastal Financial Corporation 2018 Omnibus Incentive Plan

(Full Title of the Plans)

Eric M. Sprink President and Chief Executive Officer Coastal Financial Corporation 5415 Evergreen Way Everett, Washington 98203 (425) 257-9000 Copies to: Aaron M. Kaslow, Esq. Kilpatrick Townsend & Stockton LLP 607 14th Street, NW, Suite 900 Washington, DC 20005 (202) 508-5800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(6)
Common Stock no par value	710,260 (2)	$6.24 (4)	$4,432,023 (4)	$552
Common Stock no par value	500,000 (3)	$16.31 (5)	$8,155,000 (5)	$1,016

(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Coastal Financial Corporation 2018 Omnibus Incentive Plan (the “2018 Plan”) and the Coastal Financial Corporation 2006 Stock Option and Equity Compensation Plan (the “2006 Plan” and, together with the 2018 Plan, the “Plans”) as the result of a stock split, stock dividend or similar adjustment to the outstanding common stock of Coastal Financial Corporation (the “Common Stock”) pursuant to 17 C.F.R. §230.416(a).

(2) Represents the shares of Common Stock which may be issued upon the exercise of stock options to purchase shares of common stock granted under the 2006 Plan.

(3) Represents the shares of Common Stock which will be distributed upon the vesting of restricted stock, restricted stock units or stock-based performance awards granted under the 2018 Plan, or which may be issued upon the exercise of stock options to purchase shares of common stock granted under the 2018 Plan.

(4) This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”) on the basis of the weighted average exercise price of $6.24 per share for outstanding options under the 2006 Plan.

(5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of the high and low reported sales price of Common Stock on the Nasdaq Global Select Market on July 18, 2018.

(6) Estimated solely for the purpose of calculating the registration fee.

This Registration Statement shall become effective immediately upon filing in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), and 17 C.F.R. §230.462.

PART I    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 & 2. The documents containing the information for each of the Coastal Financial Corporation 2018 Omnibus Incentive Plan (the “2018 Plan”) and the Coastal Financial Corporation 2006 Stock Option and Equity Compensation Plan (the “2006 Plan” and, together with the Omnibus Plan, the “Plans”) specified by Part I of this Registration Statement will be sent or given to the participants in the Plans as specified by Rule 428(b)(1). Said documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Said documents and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for this Registration Statement.

PART II    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed or to be filed by Coastal Financial Corporation (the “Registrant” or the “Corporation”) with the SEC are incorporated by reference in this Registration Statement:

(a)     The prospectus filed by the Registrant with the SEC pursuant to Rule 424(b) under the Securities Act, on July 18, 2018, relating to the registration statement on Form S-1, as amended (File No. 333-225715), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

(c)    The description of the Registrant’s common stock contained in the Registrant’s Form 8-A (File No. 001-38589), as filed with the SEC on July 16, 2018, including any amendments or reports filed for the purpose of updating such description.

(d)    All documents filed by the Registrant, where applicable, pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold (in each case other than those portions furnished under Items 2.02. 7.01 and 9.01 of Form 8-K).

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable, as the Registrant’s Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

With the exception of internal claims (those brought against the Registrant or any person related to or associated with the Registrant), the Registrant is obligated under the Second Amended and Restated Articles of Incorporation of the Registrant (the “Second Amended and Restated Articles of Incorporation”) to indemnify any person who is, or is threatened to be made, a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, and whether by or in the right of the Registrant or its shareholders or by any other party, by reason of the fact that the person is, as such terms are defined in the

Second Amended and Restated Articles of Incorporation, a Director, Officer-Director, or Subsidiary Outside Director against judgements, penalties or penalty taxes, fines, settlements (even if paid or payable to the Registrant or its shareholders or to, as such term is defined in the Second Amended and Restated Articles of Incorporation, a Subsidiary Corporation) and reasonable expenses, including attorneys’ fees, actually incurred in connection with such action, suit or proceeding unless the liability and expenses were on account of conduct adjudged by a court having jurisdiction, from which there is no further right to appeal, based upon clear and convincing evidence, or Finally Adjudged, to be an act or omission that involve intentional misconduct or a knowing violation of law, conduct violating Section 23B.08.310 of the Washington Business Corporation Act, as amended, or participation in any transaction from which the person will personally receive a benefit in money, property or services to which the person is not legally entitled, or Egregious Conduct). Such expenses reasonably incurred will be paid or reimbursed by the Registrant, upon request of such person, in advance of the final disposition of such action, suit or proceeding upon receipt by the Registrant of a written, unsecured promise by the person to repay such amount if, upon final adjudication, such person is not entitled to indemnification.

The Registrant’s Second Amended and Restated Articles of Incorporation further provide that the Registrant will provide indemnification and advancement of expenses in connection with either an administrative proceeding or civil action instituted by a federal banking agency to the extent permitted, and in the manner prescribed by, any state or federal laws or regulations applicable to the Registrant, or any formal policies adopted by a regulatory agency having jurisdiction over the Registrant.

To the extent that indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to the Registrant’s directors and officers, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Finally, the Registrant’s ability to provide indemnification to its directors and officers is limited by federal banking laws and regulations.

Section 23B.08.320 of the Washington Business Corporation Act, as amended, provides that articles of incorporation may contain provisions not inconsistent with law that eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director, provided that such provisions shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, for conduct violating Section 23B.08.310 of the Washington Business Corporation Act, as amended, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

The Second Amended and Restated Articles of Incorporation provide that no Director, Officer-Director, former Director or former Officer-Director will be personally liable to the Registrant or its shareholders for monetary damages for conduct as a Director or Officer-Director occurring after the effective date of Article 10 of the Second Amended and Restated Articles of Incorporation, unless the conduct is Finally Adjudged to be Egregious Conduct.

The Registrant maintains directors’ and officers’ liability insurance which covers certain liabilities and expenses of its directors and officers and covers it for reimbursement of payments to its directors and officers in respect of such liabilities and expenses, in each case subject to certain limits and exceptions.

Item 7. Exemption from Registration Claimed

None.

Item 8. Exhibits

The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K).

List of Exhibits (filed herewith unless otherwise noted):

Exhibit	Description
4.1	Second Amended and Restated Articles of Incorporation of Coastal Financial Corporation (incorporated by reference to Exhibit 3.1 to the Corporation’s Form S-1 Registration Statement filed with the SEC on June 19, 2018 (File No. 333-225715))
4.2	Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Coastal Financial Corporation (incorporated by reference to Exhibit 3.2 to the Corporation’s Form S-1 Registration Statement filed with the SEC on June 19, 2018 (File No. 333-225715))
4.3	Amended and Restated Bylaws of Coastal Financial Corporation (incorporated by reference to Exhibit 3.3 to the Corporation’s Form S-1 Registration Statement filed with the SEC on June 19, 2018 (File No. 333-225715))
4.4	Form of Common Stock Certificate of Coastal Financial Corporation (incorporated by reference to Exhibit 4.1 to the Corporation’s Form S-1 Registration Statement filed with the SEC on June 19, 2018 (File No. 333-225715))
4.5	Form of Stock Option Award Agreement
4.6	Form of Restricted Stock/Restricted Stock Unit Award Agreement
4.7	Form of Performance Award Agreement
5	Opinion of Kilpatrick Townsend & Stockton LLP as to the legality of the common stock to be issued
10.1	Coastal Financial Corporation 2006 Stock Option and Equity Compensation Plan, as amended (incorporated by reference to Exhibit 10.1 to the Corporation’s Form S-1 Registration Statement filed with the SEC on June 19, 2018 (File No. 333-225715))
10.2	Coastal Financial Corporation 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Corporation’s Form S-1 Registration Statement filed with the SEC on June 19, 2018 (File No. 333-225715))
23.1	Consent of Kilpatrick Townsend & Stockton LLP (contained in the Opinion included as Exhibit 5)
23.2	Consent of Moss Adams LLP
24	Power of Attorney (contained on the signature page)

Item 9. Undertakings

(a)     The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant.

Pursuant to the requirements of the Securities Act of 1933, Coastal Financial Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, the City of Everett, State of Washington on July 23, 2018.

COASTAL FINANCIAL CORPORATION
By:	/s/ Eric M. Sprink
	Eric M. Sprink
	President and Chief Executive Officer

We, the undersigned directors and officers of Coastal Financial Corporation (the “Registrant”) hereby severally constitute and appoint Eric M. Sprink and Joel G. Edwards with full power of substitution, our true and lawful attorneys-in-fact and agents, to do any and all things in our names in the capacities indicated below which said Eric M. Sprink and Joel G. Edwards may deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-8 of the Registrant, including specifically but not limited to, power and authority to sign for us in our names in the capacities indicated below, the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said Eric M. Sprink and Joel G. Edwards shall lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Eric M. Sprink Eric M. Sprink	President and Chief Executive Officer (principal executive officer)	July 23, 2018
/s/ Joel G. Edwards Joel G. Edwards	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	July 23, 2018
/s/ Andrew P. Skotdal Andrew P. Skotdal	Director (Chairman)	July 23, 2018
/s/ Christopher D. Adams Christopher D. Adams	Director (Vice Chairman)	July 23, 2018

/s/ Andrew R. Dale Andrew R. Dale	Director	July 23, 2018
/s/ John M. Haugen, Jr. John M. Haugen, Jr.	Director	July 23, 2018
/s/ Steven D. Hovde Steven D. Hovde	Director	July 23, 2018
/s/ Thomas D. Lane Thomas D. Lane	Director	July 23, 2018
/s/ Jack T. Thompson Jack T. Thompson	Director	July 23, 2018
/s/ Gregory A. Tisdel Gregory A. Tisdel	Director	July 23, 2018

EX-4.5

Exhibit 4.5

FORM OF

STOCK OPTION AWARD AGREEMENT

FOR COASTAL FINANCIAL CORPORATION

2018 OMNIBUS INCENTIVE PLAN

                     (the “Participant”) is hereby granted an option to purchase shares of Common Stock (the “Option”) by Coastal Financial Corporation (the “Company”) pursuant to the Coastal Financial Corporation 2018 Omnibus Incentive Plan (the “2018 Plan”). The Option shall be subject to the terms and conditions of the 2018 Plan and this Stock Option Award Agreement (“Award Agreement”):

Type of Option(s):	Incentive Stock Option (ISO)
	Non-Statutory Stock Option (NSO)
Shares Subject to the ISO Portion of this Stock Option Award:	shares of Common Stock.
Shares Subject to the NSO Portion of this Stock Option Award:	shares of Common Stock.
Grant Date:	, 20
Exercise Price:	$
Vesting Schedule:	Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) the Options shall vest (become exercisable) in accordance with the following schedule:

ISO Schedule		NSO Schedule
Installment	Vesting Date	Installment	Vesting Date

IN WITNESS WHEREOF, Coastal Financial Corporation, acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

	COASTAL FINANCIAL CORPORATION
	By:
		On behalf of the Committee
Accepted by Participant:
Date:

TERMS AND CONDITIONS

1. Grant of Option. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2018 Plan.

2. Vesting of Options. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable upon termination of your employment by reason of your death or disability. Upon a Change of Control, the Option shall be treated in accordance with Section 10 of the 2018 Plan.

3. Term of Options and Limitations on Right to Exercise. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Pacific Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

(a) Three (3) months after the termination of your employment or service with the Company or any Affiliate for any reason other than your death or disability.

(b) Twelve (12) months after termination of your employment or service with the Company by reason of disability.

(c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2018 Plan) may exercise your Option.

If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service.

4. Exercise of Option. You may exercise your Option by providing:

(a) a written notice of intent to exercise to the address and in the form specified by the Committee from time to time; and

(b) payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for the Shares can be made in cash, shares, net settlement, broker assisted cashless exercise or a combination thereof.

5. Beneficiary Designation. You may, in a manner determined by the Committee, designate a beneficiary to exercise your rights under the 2018 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2018 Plan is subject to all terms and conditions of this Award Agreement and the 2018 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment shall be made to your estate. You may change or revoke a beneficiary designation at any time provided the change or revocation is filed with the Company.

6. Withholding. The Company or any affiliate has the authority and the right to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy federal, state, and local (if any) withholding taxes and employment taxes (i.e., FICA and FUTA).

7. No Right of Continued Employment. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any affiliate to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any affiliate.

8. Limitation of Rights. This Option does not confer on you or your beneficiary designated pursuant to Paragraph 5 any rights as a shareholder of the Company unless and until the Shares are in fact issued in connection with the exercise of the Option. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any affiliate to terminate your employment at any time, nor confer upon you any right to continue in the service of the Company or any affiliate.

9. Restrictions on Transfer and Pledge. You may not pledge, encumber, or hypothecate your right or interest in this Option to or in favor of any party other than the Company or an affiliate, and this Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an affiliate. You may not assign or transfer this Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the 2018 Plan; provided, however, that the Committee may (but need not) permit other requested transfers. Only you or any permitted transferee may exercise this Option during your lifetime.

10. Plan Controls. The terms contained in the 2018 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2018 Plan. In the event of any actual or alleged conflict between the provisions of the 2018 Plan and the provisions of this Award Agreement, the provisions of the 2018 Plan will control.

11. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2018 Plan.

12. Severability. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Award Agreement.

13. Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

[INSERT CONTACT]

or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, as then currently on file with the Company, or to any other address that you provide in a written notice to the Company.

EX-4.6

Exhibit 4.6

FORM OF

RESTRICTED STOCK/RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR COASTAL FINANCIAL CORPORATION

2018 OMNIBUS INCENTIVE PLAN

                     (the “Participant”) is hereby granted a [restricted stock]/[restricted stock unit] award (the “Award”) by Coastal Financial Corporation (the “Company”) pursuant to the Coastal Financial Corporation 2018 Omnibus Incentive Plan (the “2018 Plan”). The Award is subject to the terms and conditions of the 2018 Plan and this Restricted Stock/Restricted Stock Unit Award Agreement (“Award Agreement”).

1.	Type of Award	Restricted Stock
		Restricted Stock Unit
2.	Number of Shares Subject to Your Award:	shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to the 2018 Plan.
3.	Grant Date:	, 20

Unless sooner vested in accordance with Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire as to the following percentages of the Shares awarded hereunder, on the dates noted below; provided that the Participant is still employed by or in service with the Company or any Affiliate:

Percentage of Shares Vesting Number of
Shares/Stock Units
Vesting Vesting Date

IN WITNESS WHEREOF, Coastal Financial Corporation, acting by and through the Compensation Committee of the Board of Directors, has caused this Award Agreement to be executed as of the Grant Date set forth above.

	COASTAL FINANCIAL CORPORATION
	By:
		On behalf of the Compensation Committee
Accepted by Participant:
Date

TERMS AND CONDITIONS

1. Grant. The Grant Date and number of Shares underlying your Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2018 Plan.

2. Restrictions. Your Award is subject to the following restrictions:

(a) Unvested Restricted Shares/Restricted Stock Units may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.

(b) If your employment or service with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in this Award as of your termination date.

(c) Your Award is subject to the vesting schedule set forth on page 1 of this Award Agreement.

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

(a) As to the percentages of the Restricted Shares/Restricted Stock Units specified in the vesting schedule on page 1 of this Award Agreement, on the respective dates specified in the vesting schedule on page 1; provided your Continuous Status as a Participant has not terminated; or

(b) Upon termination of your Continuous Status as a Participant by reason of death or disability.

4. Change of Control. Upon a Change of Control, the Restricted Shares/Restricted Stock Units shall be treated in accordance with Section 10 of the 2018 Plan.

5. (a) Delivery of Shares – Restricted Stock Award. Once the Shares are vested (see vesting schedule on page 1), the Shares (and accumulated dividends and earnings, if any) will be distributed in accordance with your instructions.

(b) Delivery of Shares – Restricted Stock Units. Once the Stock Units are vested (see vesting schedule on page 1), the Shares (or if the Committee so elects, in lieu thereof, the fair market value of the Shares in cash ) will be distributed in accordance with your instructions.

6.      (a) Voting and Dividend Equivalent Rights – Restricted Stock Award. As beneficial owner of the Shares, you have full voting and dividend equivalent rights with respect to the Shares during and after the Restricted Period. You are also entitled to receive a payment equal to any dividends, or other distributions declared and paid by the Company with respect to the Restricted Shares. If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a shareholder with respect to the Restricted Shares and you will no longer be entitled to receive dividends on the Shares.

(b) Voting and Dividend Equivalent Rights – Restricted Stock Units. You have no voting or dividend equivalent rights until you receive a distribution of Shares.

7. No Right of Continued Employment. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any affiliate to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any affiliate.

8. Payment of Taxes. You may make an election to be taxed upon your Award under Section 83(b) of the Code within 30 days of the Grant Date. If you do not make an 83(b) Election, upon vesting of the Award the Committee is entitled to require as a condition of delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any) tax withholding requirements and employment taxes (i.e., FICA and FUTA), (ii) that the withholding of such sums come from compensation otherwise due to you or from Shares due to you under the 2018 Plan, or (iii) any combination of the foregoing. Any withholding shall comply with Rule 16b-3 under the Exchange Act or any amendments or successive rules.

9. Plan Controls. The terms contained in the 2018 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2018 Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control.

10. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2018 Plan.

11. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Agreement.

12. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

[INSERT CONTACT]

or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any other address that you provide in a written notice to the Company.

EX-4.7

Exhibit 4.7

FORM OF

PERFORMANCE AWARD AGREEMENT

FOR COASTAL FINANCIAL CORPORATION

2018 OMNIBUS INCENTIVE PLAN

                     (the “Participant”) is hereby granted a performance award (the “Performance Award”) by Coastal Financial Corporation (the “Company”) pursuant to the Coastal Financial Corporation 2018 Omnibus Incentive Plan (the “2018 Plan”). The Award is subject to the terms and conditions of the 2018 Plan and this Performance Award Agreement (“Award Agreement”).

1.	Number of Shares Subject to Your Performance Award:	shares, subject to adjustment as may be necessary pursuant to the 2018 Plan.
2.	Grant Date:	, 20

Unless sooner vested in accordance with Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire upon the satisfaction of the following performance criteria:

[Insert Performance Criteria]

The Participant will not begin to vest in the Shares granted, unless the performance requirements described below are achieved by the Company.

IN WITNESS WHEREOF, Coastal Financial Corporation, acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

	COASTAL FINANCIAL CORPORATION
	By:
		On behalf of the Compensation Committee
Accepted by Participant:
[Name]
Date

TERMS AND CONDITIONS

1. Grant of Shares. The Grant Date and number of Shares underlying your Performance Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2018 Plan.

2. Restrictions. The unvested Shares underlying your Performance Award (the “Restricted Shares”) are subject to the following restrictions until they expire or terminate.

(a)    Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.

(b) If your employment or service with the Company or any Affiliate terminates for any reason prior to the expiration of the Restricted Period, other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in and to the Restricted Shares as of the date of termination, and the Restricted Shares shall revert to the Company under the terms of the 2018 Plan.

(c) Restricted Shares are subject to the vesting schedule and performance criteria set forth on page 1 of this Award Agreement.

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

(a) Upon satisfaction of the Performance Criteria set forth on page 1, provided you are then still employed by or in the service of the Company or an Affiliate; or

(b) Upon termination of your employment by reason of death or disability.

4. Change of Control. Upon a Change of Control, the Restricted Shares shall be treated in accordance with Section 10 of the 2018 Plan

5. Settlement of Performance Awards. Once the Shares are vested (see schedule on page 1), your Performance Award will be settled in cash or shares or any combination thereof.

6. Voting and Dividend Equivalent Rights. As beneficial owner of the Shares, you have full voting and dividend equivalent rights with respect to the Shares during and after the Restricted Period. If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a stockholder with respect to the Restricted Shares and you will no longer be entitled to receive dividends equivalent on the Shares.

7. No Right of Continued Employment or Service. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any Affiliate.

8. Payment of Taxes. Upon vesting of the Performance Award the Committee is entitled to require as a condition of delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any) tax withholding requirements and employment taxes (i.e., FICA and FUTA), (ii) that the withholding of such sums come from compensation otherwise due to you or

from Shares due to you under the 2018 Plan, or (iii) any combination of the foregoing. Any withholding shall comply with Rule 16b-3 under the Exchange Act or any amendments or successive rules. Outside Directors of the Company are self-employed and not subject to tax withholding.

9. Plan Controls. The terms contained in the 2018 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2018 Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control.

10. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2018 Plan.

11. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Agreement.

12. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

[INSERT]

or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any other address that you provide in a written notice to the Company.

EX-5

Exhibit 5

Suite 900, 607 14th Street, NW

Washington, DC 20005-2018

t 202 508 5800 f 202 508 5858

direct dial 202 508 5825

direct fax 202 204 5600

akaslow@kilpatricktownsend.com

July 23, 2018

Board of Directors

Coastal Financial Corporation

5415 Evergreen Way

Everett, Washington 98203

Re: Coastal Financial Corporation 2018 Omnibus Incentive Plan

Coastal Financial Corporation 2006 Stock Option and Equity Compensation Plan

Board Members:

We have been requested by Coastal Financial Corporation, a Washington corporation (the “Company”), to issue our opinion in connection with the registration of shares of the Company’s common stock, no par value per share, under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement on Form S-8 (the “Registration Statement”) covers (i) 710,260 shares of Company common stock which may be issued upon the exercise of options to purchase shares of common stock granted under the Coastal Financial Corporation 2006 Stock Option and Equity Compensation Plan (the “2006 Plan”) and (ii) 500,000 shares of common stock which will be distributed upon the vesting of restricted stock, restricted stock units or stock-based performance awards granted under the Coastal Financial Corporation 2018 Omnibus Incentive Plan (the “2018 Plan”), or which may be issued upon the exercise of stock options to purchase shares of common stock granted under the 2018 Plan.

We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company or its subsidiaries.

Based on the foregoing, and limited in all respects to Washington law, it is our opinion that the shares reserved for issuance and distribution under the 2006 Plan and the 2018 Plan are duly authorized and upon payment for such shares and issuance in the manner described in the 2006 Plan and the 2018 Plan, respectively, the shares will be validly issued, fully paid and nonassessable.

Board of Directors

Coastal Financial Corporation

July 23, 2018

Page 2

We note that, although certain portions of the Registration Statement (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of “experts” within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading “Interests of Named Experts and Counsel” therein.

Very truly yours,

/s/ KILPATRICK TOWNSEND & STOCKTON LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement Form S-8 of Coastal Financial Corporation of our report dated April 27, 2018 (except for Note 20, as to which the date is June 1, 2018), relating to the consolidated financial statements of Coastal Financial Corporation and subsidiary for the years ended December 31, 2017 and 2016, which report appears in the Prospectus forming a part of the Registration Statement on Form S-1 of Coastal Financial Corporation (File No. 333-225715).

/s/ Moss Adams LLP

Everett, Washington

July 23, 2018