0001679788-23-000010.txt : 20230201 0001679788-23-000010.hdr.sgml : 20230201 20230201161358 ACCESSION NUMBER: 0001679788-23-000010 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230130 FILED AS OF DATE: 20230201 DATE AS OF CHANGE: 20230201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armstrong Brian CENTRAL INDEX KEY: 0001851492 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40289 FILM NUMBER: 23576918 MAIL ADDRESS: STREET 1: C/O COINBASE GLOBAL, INC. STREET 2: 100 PINE STREET, SUITE 1250 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brian Armstrong Living Trust CENTRAL INDEX KEY: 0001856705 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40289 FILM NUMBER: 23576917 BUSINESS ADDRESS: STREET 1: C/O COINBASE GLOBAL, INC. STREET 2: 100 PINE STREET, SUITE 1250 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 888-908-7930 MAIL ADDRESS: STREET 1: C/O COINBASE GLOBAL, INC. STREET 2: 100 PINE STREET, SUITE 1250 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Coinbase Global, Inc. CENTRAL INDEX KEY: 0001679788 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 464707224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3027770200 MAIL ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 4 1 wf-form4_167528601969484.xml FORM 4 X0306 4 2023-01-30 0 0001679788 Coinbase Global, Inc. COIN 0001851492 Armstrong Brian C/O COINBASE GLOBAL, INC. NOT APPLICABLE DE 1 1 1 0 Chairman and CEO 0001856705 Brian Armstrong Living Trust C/O COINBASE GLOBAL, INC. NOT APPLICABLE DE 0 0 1 0 Class A Common Stock 2023-01-30 4 C 0 29732 0 A 29732 I By The Brian Armstrong Living Trust Class A Common Stock 2023-01-30 4 S 0 1656 56.0526 D 28076 I By The Brian Armstrong Living Trust Class A Common Stock 2023-01-30 4 S 0 6421 57.2006 D 21655 I By The Brian Armstrong Living Trust Class A Common Stock 2023-01-30 4 S 0 10026 58.4101 D 11629 I By The Brian Armstrong Living Trust Class A Common Stock 2023-01-30 4 S 0 5264 59.2608 D 6365 I By The Brian Armstrong Living Trust Class A Common Stock 2023-01-30 4 S 0 4842 60.2672 D 1523 I By The Brian Armstrong Living Trust Class A Common Stock 2023-01-30 4 S 0 1523 61.1856 D 0 I By The Brian Armstrong Living Trust Class B Common Stock 2023-01-30 4 C 0 29732 0 D Class A Common Stock 29732.0 26367819 I By The Brian Armstrong Living Trust Class B Common Stock Class A Common Stock 6159583.0 6159583 I By The Brian Armstrong 2020 Grantor Retained Annuity Trust Class B Common Stock Class A Common Stock 950490.0 950490 I By The Ehrsam 2014 Irrevocable Trust Represents the conversion of Class B Common Stock held of record by The Brian Armstrong Living Trust into Class A Common Stock. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 26, 2022, during an open trading window. 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. Represents the weighted average sale price. The lowest price at which shares were sold was $55.695 and the highest price at which shares were sold was $56.51. 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 9 to this Form 4. Represents the weighted average sale price. The lowest price at which shares were sold was $56.81 and the highest price at which shares were sold was $57.72. Represents the weighted average sale price. The lowest price at which shares were sold was $57.82 and the highest price at which shares were sold was $58.81. Represents the weighted average sale price. The lowest price at which shares were sold was $58.82 and the highest price at which shares were sold was $59.81. Represents the weighted average sale price. The lowest price at which shares were sold was $59.82 and the highest price at which shares were sold was $60.80. Represents the weighted average sale price. The lowest price at which shares were sold was $60.835 and the highest price at which shares were sold was $61.70. These shares are held by The Ehrsam 2014 Irrevocable Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any. Exhibit 24 - Powers of Attorney /s/ Brian Armstrong, by Doug Sharp, Attorney-in-Fact 2023-02-01 /s/ The Brian Armstrong Living Trust, by Doug Sharp, Attorney-in-Fact 2023-02-01 EX-24 2 poasection16.htm POA - BRIAN ARMSTRONG

LIMITED POWER OF ATTORNEY


The undersigned hereby constitutes and appoints Paul Grewal, Doug Sharp, Steven Madrid, and Emily Ly, as long as they are providing services to Coinbase Global, Inc. or its related entities (the "Company"), or either of them, the undersigned's true and lawful attorney-in-fact to:


(1)        prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder;


(2)        do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form ID and Forms 3, 4 or 5 and timely file such forms with the Securities and Exchange Commission and any stock exchange or similar authority, if required; and


(3)        take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.


The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.


The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Form ID or Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.


This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of January 23, 2023.


By: /s/ Brian Armstrong
    Brian Armstrong

LIMITED POWER OF ATTORNEY


The undersigned hereby constitutes and appoints Paul Grewal, Doug Sharp, Steven Madrid, and Emily Ly, as long as they are providing services to Coinbase Global, Inc. or its related entities (the "Company"), or either of them, the undersigned's true and lawful attorney-in-fact to:


(1)        prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder;


(2)        do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form ID and Forms 3, 4 or 5 and timely file such forms with the Securities and Exchange Commission and any stock exchange or similar authority, if required; and


(3)        take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.


The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.


The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Form ID or Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.


This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of January 23, 2023.


By: /s/ Brian Armstrong
    Brian Armstrong, Trustee, The Brian Armstrong Living Trust