SEC FORM 4

SEC Form 4

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^*

Grewal Paul

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

(Street)

NOT APPLICABLE

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/20/2021		M⁽¹⁾		57,693	A	$0	61,585	D
Class A Common Stock	11/20/2021		F⁽²⁾		28,605	D	$332.55	32,980	D
Class A Common Stock	11/22/2021		S⁽³⁾		264	D	$313.495⁽⁴⁾	32,716	D
Class A Common Stock	11/22/2021		S⁽³⁾		362	D	$314.7973⁽⁵⁾	32,354	D
Class A Common Stock	11/22/2021		S⁽³⁾		440	D	$316.1718⁽⁶⁾	31,914	D
Class A Common Stock	11/22/2021		S⁽³⁾		500	D	$317.072⁽⁷⁾	31,414	D
Class A Common Stock	11/22/2021		S⁽³⁾		629	D	$318.4271⁽⁸⁾	30,785	D
Class A Common Stock	11/22/2021		S⁽³⁾		500	D	$320.09⁽⁹⁾	30,285	D
Class A Common Stock	11/22/2021		S⁽³⁾		248	D	$321.1624⁽¹⁰⁾	30,037	D
Class A Common Stock	11/22/2021		S⁽³⁾		100	D	$322.4	29,937	D
Class A Common Stock	11/22/2021		S⁽³⁾		100	D	$326.4	29,837	D
Class A Common Stock	11/22/2021		S⁽³⁾		500	D	$328.472⁽¹¹⁾	29,337	D
Class A Common Stock	11/22/2021		S⁽³⁾		206	D	$330.3931⁽¹²⁾	29,131	D
Class A Common Stock	11/22/2021		S⁽³⁾		100	D	$331.56	29,031	D
Class A Common Stock	11/22/2021		S⁽³⁾		314	D	$333.3951⁽¹³⁾	28,717	D
Class A Common Stock	11/22/2021		S⁽³⁾		100	D	$335.14	28,617	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.0⁽¹⁴⁾	11/20/2021		M⁽¹⁾			57,693	⁽¹⁵⁾	⁽¹⁶⁾	Class A Common Stock	57,693	$0	173,079	D

Explanation of Responses:

1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.

2. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.

3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 1, 2021, during an open trading window.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $313.36 and the highest price at which shares were sold was $313.62. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (4) to (13) to this Form 4.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $314.43 and the highest price at which shares were sold was $315.25.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $315.60 and the highest price at which shares were sold was $316.49.

7. Represents the weighted average sale price. The lowest price at which shares were sold was $316.70 and the highest price at which shares were sold was $317.31.

8. Represents the weighted average sale price. The lowest price at which shares were sold was $318 and the highest price at which shares were sold was $318.78.

9. Represents the weighted average sale price. The lowest price at which shares were sold was $319.67 and the highest price at which shares were sold was $320.45.

10. Represents the weighted average sale price. The lowest price at which shares were sold was $320.96 and the highest price at which shares were sold was $321.39.

11. Represents the weighted average sale price. The lowest price at which shares were sold was $328.10 and the highest price at which shares were sold was $328.90.

12. Represents the weighted average sale price. The lowest price at which shares were sold was $329.83 and the highest price at which shares were sold was $330.59.

13. Represents the weighted average sale price. The lowest price at which shares were sold was $333.15 and the highest price at which shares were sold was $333.71.

14. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

15. The restricted stock units ("RSUs") vest with respect to 1/4th of the total shares underlying the award on November 20, 2021, and the remaining 3/4th of the shares underlying the award vest in equal quarterly installments thereafter until the award is fully vested on November 20, 2024, subject to the continued service of the Reporting Person to the Issuer on each vesting date.

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

Remarks:

	/s/ Paul Grewal, by Jolie Yang, Attorney-in-Fact	11/23/2021
	** 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).
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