SEC FORM 3

SEC Form 3

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^*

Haun Kathryn

(Last)

(First)

(Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2021

3. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Class A Common Stock	181,000	I	By EZT Trust⁽¹⁾
Class A Common Stock	4,618,842	I	By Andreessen Horowitz LSV Fund I, L.P.⁽²⁾⁽³⁾
Class A Common Stock	869,565	I	By CNK Fund I, L.P.⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B Common Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	19,000	⁽⁵⁾	I	By EZT Trust⁽¹⁾
Class B Common Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	150,000	⁽⁵⁾	I	By The Gherardesca Annuity Trust⁽⁶⁾
Class B Common Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	117,854	⁽⁵⁾	I	By Gherardesca LLC⁽⁷⁾
Restricted Stock Units	⁽⁸⁾	⁽⁹⁾	Class A Common Stock	19,341	⁽⁵⁾	D

Explanation of Responses:

1. These reported securities are held by EZT Trust. The Reporting Person is the settlor of EZT Trust, which is a family trust whose trustee is a member of the Reporting Person's non-immediate family. The Reporting Person disclaims beneficial ownership of the securities held by the EZT Trust except to the extent of the Reporting Person's pecuniary interest therein, if any.

2. These reported securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, has sole voting and dispositive power with regard to the shares held by the AH LSV Fund I Entities. Marc Andreessen and Ben Horowitz are the managing members of AH EP LSV I and share voting and dispositive power with respect to the shares held by the AH LSV Fund I Entities.

3. The Reporting Person is a member of the general partners of the AH LSV Fund I Entities and the CNK Fund I Entities (as defined herein, together, the "Andreessen Horowitz Entities"), but the Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares, except to the extent of the Reporting Person's pecuniary interest therein, if any, by virtue of the Reporting Person's interest in the Andreesen Horowitz Entities, and/or the general partner entities thereof, as applicable.

4. These reported securities are held by CNK Fund I, L.P., for itself and as nominee for CNK Fund I-B, L.P. and CNK Fund I-Q, L.P. (collectively, the "CNK Fund I Entities"). CNK Equity Partners I, L.L.C. ("CNK EP I"), the general partner of the CNK Fund I Entities, has sole voting and dispositive power with regard to the shares held by the CNK Fund I Entities. Marc Andreessen, Christopher Dixon and Ben Horowitz are the managing members of CNK EP I and share voting and dispositive power with respect to the shares held by the CNK Fund I Entities.

5. 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.

6. The Reporting Person is the settlor and investment trustee of the Gherardesca Annuity Trust. As investment trustee, the Reporting Person has sole voting and investment power over the shares held by the Gherardesca Annuity Trust.

7. These reported securities are held by Gherardesca LLC, of which 6,223 shares are unvested and subject to repurchase by the Issuer. The Reporting Person is one of two investment managers of of Gherardesca LLC. As an investment manager, the Reporting Person has shared voting and investment power over the shares held by Gherardesca LLC.

8. The restricted stock units ("RSUs") vest with respect to 12.5% of the total award on May 20, 2021, and an additional 12.5% of the award vests in equal quarterly installments thereafter until the award is fully vested on February 20, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.

9. RSUs do not expire; they either vest or are canceled prior to vesting date.

Remarks:

Exhibit 24 - Limited Power of Attorney

	/s/ Doug Sharp, Attorney-in-Fact for Kathryn Haun	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.
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