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^*

Choi Emilie

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

(Street)

NOT APPLICABLE

(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)

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

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	5,344	I	By Starvurst Exempt Trust⁽¹⁾

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	⁽²⁾	⁽²⁾	Class A Common Stock	39,969	⁽²⁾	D
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	60,000	⁽²⁾	I	By Starvurst Annuity Trust⁽³⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	119,340	⁽²⁾	I	By Starvurst Exempt Trust⁽¹⁾
Employee Stock Option (right to buy)	⁽⁴⁾	04/30/2028	Class B Common Stock	160,549	$6.9733	D
Employee Stock Option (right to buy)	⁽⁵⁾	10/30/2029	Class A Common Stock	1,809,593	$18.71	D
Restricted Stock Units	⁽⁶⁾	⁽⁷⁾	Class A Common Stock	276,302	$0.00	D

Explanation of Responses:

1. These shares are held by the Starvurst Exempt Trust, of which the Reporting Person's spouse is a co-trustee.

2. 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.

3. These shares are held by the Starvurst Annuity Trust, of which the Reporting Person's spouse is the trustee.

4. The options vest in equal increments on the 5th day of each month until the options are fully vested on March 5, 2022, subject to the Reporting Person's continued service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

5. The options vest in equal monthly increments over four years, with the first 1/48 of the options vesting on July 3, 2019, until the options are fully vested on June 3, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

6. The restricted stock units ("RSUs") vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2021, until the award is fully vested on November 20, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.

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

Remarks:

	/s/ Emilie Choi, 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.