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^*

Brock Lawrence J

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

ONE MADISON AVENUE, SUITE 2400

(Street)

NEW YORK

10010

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2024

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	11/20/2024		M⁽¹⁾		24,176	A	$0	42,772⁽²⁾	D
Class A Common Stock	11/20/2024		M⁽¹⁾		1,286	A	$0	44,058	D
Class A Common Stock	11/20/2024		M⁽¹⁾		3,350	A	$0	47,408	D
Class A Common Stock	11/20/2024		M⁽¹⁾		4,402	A	$0	51,810	D
Class A Common Stock	11/20/2024		S⁽³⁾		200	D	$305.135⁽⁴⁾	51,610	D
Class A Common Stock	11/20/2024		S⁽³⁾		502	D	$307.9259⁽⁵⁾	51,108	D
Class A Common Stock	11/20/2024		S⁽³⁾		100	D	$310.28	51,008	D
Class A Common Stock	11/20/2024		S⁽³⁾		600	D	$311.975⁽⁶⁾	50,408	D
Class A Common Stock	11/20/2024		S⁽³⁾		2,006	D	$313.0167⁽⁷⁾	48,402	D
Class A Common Stock	11/20/2024		S⁽³⁾		3,165	D	$314.0311⁽⁸⁾	45,237	D
Class A Common Stock	11/20/2024		S⁽³⁾		1,500	D	$315.482⁽⁹⁾	43,737	D
Class A Common Stock	11/20/2024		S⁽³⁾		1,526	D	$316.4492⁽¹⁰⁾	42,211	D
Class A Common Stock	11/20/2024		S⁽³⁾		933	D	$317.7573⁽¹¹⁾	41,278	D
Class A Common Stock	11/20/2024		S⁽³⁾		400	D	$319.5975⁽¹²⁾	40,878	D
Class A Common Stock	11/20/2024		S⁽³⁾		1,000	D	$320.645⁽¹³⁾	39,878	D
Class A Common Stock	11/20/2024		S⁽³⁾		900	D	$321.57⁽¹⁴⁾	38,978	D
Class A Common Stock	11/20/2024		S⁽³⁾		500	D	$322.74⁽¹⁵⁾	38,478	D
Class A Common Stock	11/20/2024		S⁽³⁾		100	D	$323.41	38,378	D
Class A Common Stock	11/20/2024		S⁽³⁾		200	D	$327.225⁽¹⁶⁾	38,178	D
Class A Common Stock	11/20/2024		S⁽³⁾		300	D	$329.2233⁽¹⁷⁾	37,878	D
Class A Common Stock	11/20/2024		S⁽³⁾		100	D	$330.1	37,778	D
Class A Common Stock	11/20/2024		S⁽³⁾		301	D	$331.8575⁽¹⁸⁾	37,477	D
Class A Common Stock	11/20/2024		S⁽³⁾		200	D	$333.215⁽¹⁹⁾	37,277	D
Class A Common Stock	11/20/2024		S⁽³⁾		100	D	$335.18	37,177	D
Class A Common Stock	11/20/2024		S⁽³⁾		100	D	$336.59	37,077	D
Class A Common Stock	11/20/2024		S⁽³⁾		100	D	$339.66	36,977	D
Class A Common Stock	11/20/2024		S⁽³⁾		100	D	$340.7	36,877	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⁽²⁰⁾	11/20/2024		M⁽¹⁾			24,176	⁽²¹⁾	⁽²²⁾	Class A Common Stock	24,176	$0	0	D
Restricted Stock Units	$0⁽²⁰⁾	11/20/2024		M⁽¹⁾			1,286	⁽²³⁾	⁽²²⁾	Class A Common Stock	1,286	$0	0	D
Restricted Stock Units	$0⁽²⁰⁾	11/20/2024		M⁽¹⁾			3,350	⁽²⁴⁾	⁽²²⁾	Class A Common Stock	3,350	$0	13,399	D
Restricted Stock Units	$0⁽²⁰⁾	11/20/2024		M⁽¹⁾			4,402	⁽²⁵⁾	⁽²²⁾	Class A Common Stock	4,402	$0	35,213	D

Explanation of Responses:

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

2. Includes 71 shares acquired on November 14, 2024, pursuant to the Issuer's 2021 Employee Stock Purchase Plan.

3. All of the shares reported as disposed of in this Form 4 were sold to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $304.76 and the highest price at which shares were sold was $305.51. 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) through (19) to this Form 4.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $307.73 and the highest price at which shares were sold was $308.16.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $311.55 and the highest price at which shares were sold was $312.51.

7. Represents the weighted average sale price. The lowest price at which shares were sold was $312.59 and the highest price at which shares were sold was $313.57.

8. Represents the weighted average sale price. The lowest price at which shares were sold was $313.63 and the highest price at which shares were sold was $314.53.

9. Represents the weighted average sale price. The lowest price at which shares were sold was $314.95 and the highest price at which shares were sold was $315.91.

10. Represents the weighted average sale price. The lowest price at which shares were sold was $316.01 and the highest price at which shares were sold was $316.99.

11. Represents the weighted average sale price. The lowest price at which shares were sold was $317.19 and the highest price at which shares were sold was $318.17.

12. Represents the weighted average sale price. The lowest price at which shares were sold was $319.01 and the highest price at which shares were sold was $319.87.

13. Represents the weighted average sale price. The lowest price at which shares were sold was $320.09 and the highest price at which shares were sold was $321.03.

14. Represents the weighted average sale price. The lowest price at which shares were sold was $321.26 and the highest price at which shares were sold was $322.03.

15. cRepresents the weighted average sale price. The lowest price at which shares were sold was $322.32 and the highest price at which shares were sold was $323.06.

16. Represents the weighted average sale price. The lowest price at which shares were sold was $326.97 and the highest price at which shares were sold was $327.48.

17. Represents the weighted average sale price. The lowest price at which shares were sold was $328.82 and the highest price at which shares were sold was $329.66.

18. Represents the weighted average sale price. The lowest price at which shares were sold was $331.71 and the highest price at which shares were sold was $332.12.

19. Represents the weighted average sale price. The lowest price at which shares were sold was $332.94 and the highest price at which shares were sold was $333.49.

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

21. The RSUs vest in equal quarterly installments over two years, with the first 1/8 vesting on February 20, 2023, until the award is fully vested on November 20, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.

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

23. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2022, until the award is fully vested on November 20, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.

24. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2023, until the award is fully vested on November 20, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.

25. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2024, until the award is fully vested on November 20, 2026, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Lawrence J. Brock, by Lailey Rezai, Attorney-in-Fact	11/22/2024
	** 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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