Sec Form 4 Filing - Andreessen Marc L @ Coinbase Global, Inc. - 2024-01-02

FORM 4 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 Andreessen Marc L 2. Issuer Name and Ticker or Trading Symbol Coinbase Global, Inc. [ COIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ANDREESSEN HOROWITZ, 2865 SAND HILL ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2024 (Street) MENLO PARK, CA94025 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 01/02/2024 S( 1 ) 2,000 D $ 155.99 ( 2 ) 31,992 ( 3 ) I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 3,971 D $ 157.1 ( 5 ) 28,021 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 1,200 D $ 158.16 ( 6 ) 26,821 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 1,700 D $ 159.22 ( 7 ) 25,121 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 500 D $ 160.13 ( 8 ) 24,621 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 1,000 D $ 161.88 ( 9 ) 23,621 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 3,146 D $ 162.65 ( 10 ) 20,475 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 4,893 D $ 163.72 ( 11 ) 15,582 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 4,137 D $ 164.75 ( 12 ) 11,445 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 2,994 D $ 165.81 ( 13 ) 8,451 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 2,084 D $ 166.81 ( 14 ) 6,367 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 700 D $ 167.82 ( 15 ) 5,667 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 415 D $ 168.8 ( 16 ) 5,252 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 533 D $ 169.82 ( 17 ) 4,719 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 500 D $ 171.2 ( 18 ) 4,219 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 1,634 D $ 172.9 ( 19 ) 2,585 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 2,285 D $ 173.57 ( 20 ) 300 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 01/02/2024 S( 1 ) 300 D $ 174.51 ( 21 ) 0 I By AH Capital Management, L.L.C. ( 4 ) Class A Common Stock 1,072,353 ( 22 ) I By Trust ( 23 ) Class A Common Stock 2,263,232 I By Andreessen Horowitz LSV Fund I, L.P. ( 24 ) Class A Common Stock 2,568 I By AD Holdings, LLC ( 25 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Signatures /s/ Doug Sharp, Attorney-in-Fact for Marc L. Andreessen 01/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by AH Capital Management, L.L.C. ("AH Capital") on December 1, 2023. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.52 to $156.45 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )33,992 shares held prior to the transactions reported herein reflect the receipt of shares by AH Capital pursuant to the pro rata distributions in kind of all shares previously held of record by a16z Seed-III, LLC ("a16z Seed"), Andreessen Horowitz Fund III, L.P., for itself and as nominee ("AH Fund III"), and AH Parallel Fund III, L.P., for itself and as nominee ("Parallel III"), to their respective members, general partners and limited partners, for no additional consideration, and the further pro rata distribution in kind by the general partners of AH Fund III and Parallel III, for no additional consideration, to their respective members, including AH Capital. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13. ( 4 )These shares are held of record by AH Capital. The members of AH Capital are the Reporting Person and Benjamin Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Capital and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.72 to $157.70 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.76 to $158.57 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.79 to $159.75 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.00 to $160.40 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.15 to $162.14 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.25 to $163.16 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.26 to $164.22 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 12 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.27 to $165.26 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 13 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.29 to $166.26 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 14 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.38 to $167.27 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 15 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.41 to $168.13 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 16 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.47 to $169.38 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 17 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.48 to $170.39 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 18 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.74 to $171.66 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 19 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.13 to $173.08 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 20 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.24 to $174.20 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 21 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.39 to $174.72 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 22 )Includes 860,667 shares received by the LAMA Community Trust ("LAMA") pursuant to the pro rata distributions in kind of all shares previously held of record by a16z Seed, AH Fund III and Parallel III to their respective members, general partners and limited partners, including LAMA, for no additional consideration, and the further pro rata distribution in kind by the general partners of AH Fund III and Parallel III, for no additional consideration, to their respective members, including LAMA. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13. ( 23 )These securities are held of record by LAMA of which the Reporting Person and his spouse are trustees. ( 24 )These securities are held of record by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, has sole voting and dispositive power with regard to the shares held by the AH LSV Fund I Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP LSV I and share voting and dispositive power with respect to the shares held by the AH LSV Fund I Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. ( 25 )These securities are held of record by AD Holdings, LLC, of which the Reporting Person is a manager. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AD Holdings, LLC and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.

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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