Sec Form 3 Filing - Choi Emilie @ Coinbase Global, Inc. - 2021-04-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Choi Emilie
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)
President
(Last) (First) (Middle)
C/O COINBASE GLOBAL, INC.
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2021
(Street)
NOT APPLICABLE, DE
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 5,344 I By Starvurst Exempt Trust ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 39,969 D
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 60,000 I By Starvurst Annuity Trust ( 3 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 119,340 I By Starvurst Exempt Trust ( 1 )
Employee Stock Option (right to buy) $ 6.9733 ( 4 ) 04/30/2028 Class B Common Stock 160,549 D
Employee Stock Option (right to buy) $ 18.71 ( 5 ) 10/30/2029 Class A Common Stock 1,809,593 D
Restricted Stock Units $ 0 ( 6 ) ( 7 ) Class A Common Stock 276,302 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Choi Emilie
C/O COINBASE GLOBAL, INC.
NOT APPLICABLE, DE
President
Signatures
/s/ Emilie Choi, by Doug Sharp, Attorney-in-Fact 04/01/2021
Signature of Reporting Person Date
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.

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).

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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