Sec Form 4 Filing - Union Square Ventures 2012 Fund, L.P. @ Coinbase Global, Inc. - 2021-04-01

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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
Union Square Ventures 2012 Fund, L.P.
2. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O UNION SQUARE VENTURES, 915 BROADWAY, 19TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2021
(Street)
NEW YORK, NY10010
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 04/01/2021 C( 1 ) 11,626,100 A $ 0 ( 2 ) 11,626,100 D ( 3 )
Class A Common Stock 04/01/2021 C( 4 ) 449,762 A $ 0 ( 2 ) 449,762 I By USV Investors 2012 Fund, L.P. ( 5 )
Class A Common Stock 04/01/2021 C( 6 ) 1,738,007 A $ 0 ( 2 ) 1,738,007 I By USV Opportunity 2014, LP ( 7 )
Class A Common Stock 04/01/2021 C( 8 ) 88,455 A $ 0 ( 2 ) 88,455 I By USV Opportunity Investors 2014, LP ( 9 )
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 ) 04/01/2021 C 11,277,506 ( 2 ) ( 2 ) Class A Common Stock 11,277,506 ( 2 ) 11,626,100 D ( 3 )
Class B Common Stock ( 2 ) 04/01/2021 C 436,274 ( 2 ) ( 2 ) Class A Common Stock 436,274 ( 2 ) 449,762 I By USV Investors 2012 Fund, L.P. ( 5 )
Class B Common Stock ( 2 ) 04/01/2021 C 1,738,007 ( 2 ) ( 2 ) Class A Common Stock 1,738,007 ( 2 ) 1,738,007 I By USV Opportunity 2014, LP ( 7 )
Class B Common Stock ( 2 ) 04/01/2021 C 88,455 ( 2 ) ( 2 ) Class A Common Stock 88,455 ( 2 ) 88,455 I By USV Opportunity Investors 2014, LP ( 9 )
Class B Common Stock ( 2 ) 04/01/2021 C( 1 ) 11,626,100 ( 2 ) ( 2 ) Class A Common Stock 11,626,100 ( 2 ) 0 D ( 3 )
Class B Common Stock ( 2 ) 04/01/2021 C( 4 ) 449,762 ( 2 ) ( 2 ) Class A Common Stock 449,762 ( 2 ) 0 I By USV Investors 2012 Fund, L.P. ( 5 )
Class B Common Stock ( 2 ) 04/01/2021 C( 6 ) 1,738,007 ( 2 ) ( 2 ) Class A Common Stock 1,738,007 ( 2 ) 0 I By USV Opportunity 2014, LP ( 7 )
Class B Common Stock ( 2 ) 04/01/2021 C( 8 ) 88,455 ( 2 ) ( 2 ) Class A Common Stock 88,455 ( 2 ) 0 I By USV Opportunity Investors 2014, LP ( 9 )
Series A Preferred Stock ( 10 ) 04/01/2021 C 11,277,506 ( 10 ) ( 10 ) Class B Common 11,277,506 ( 10 ) 0 D ( 3 )
Series A Preferred Stock ( 10 ) 04/01/2021 C 436,274 ( 10 ) ( 10 ) Class B Common 436,274 ( 10 ) 0 I By USV Investors 2012 Fund, L.P. ( 5 )
Series C Preferred Stock ( 10 ) 04/01/2021 C 1,738,007 ( 10 ) ( 10 ) Class B Common 1,738,007 ( 10 ) 0 I By USV Opportunity 2014, LP ( 7 )
Series C Preferred Stock ( 10 ) 04/01/2021 C 88,455 ( 10 ) ( 10 ) Class B Common 88,455 ( 10 ) 0 I By USV Opportunity Investors 2014, LP ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Union Square Ventures 2012 Fund, L.P.
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Union Square 2012 GP, L.L.C.
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
USV Investors 2012 Fund, L.P.
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
USV Opportunity 2014 GP, LLC
C/O UNION SQUARE VENTURES
915
NEW YORK, NY10010
X
USV Opportunity 2014, LP
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
USV Opportunity Investors 2014, LP
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Weissman Andy
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Wenger Albert
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Burnham Brad
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Buttrick John
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Signatures
Union Square Ventures 2012 Fund, L.P.,By: Union Square 2012 GP, L.L.C., its General PartnerBy: /s/ John Buttrick, its Managing Member 04/05/2021
Signature of Reporting Person Date
Union Square 2012 GP, L.L.C., By: /s/ John Buttrick, its Managing Member 04/05/2021
Signature of Reporting Person Date
USV Investors 2012 Fund, L.P., By: Union Square 2012 GP, L.L.C., its General Partner, By: /s/ John Buttrick, its Managing Member 04/05/2021
Signature of Reporting Person Date
USV Opportunity 2014 GP, LLC, By: /s/ John Buttrick, its Managing Member 04/05/2021
Signature of Reporting Person Date
USV Opportunity 2014, LP, By: USV Opportunity 2014 GP, LLC, its General Partner, By: /s/ John Buttrick, its Managing Member 04/05/2021
Signature of Reporting Person Date
USV Opportunity Investors 2014, LP, By: USV Opportunity 2014 GP, LLC, its General Partner, By: /s/ John Buttrick, its Managing Member 04/05/2021
Signature of Reporting Person Date
/s/ Andy Weissman 04/05/2021
Signature of Reporting Person Date
/s/ Albert Wenger 04/05/2021
Signature of Reporting Person Date
/s/ Brad Burnham 04/05/2021
Signature of Reporting Person Date
/s/ John Buttrick 04/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion of Class B Common Stock held of record by Union Square Ventures 2012 Fund, L.P. into Class A Common Stock.
( 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 Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund"). Union Square 2012 GP, L.L.C. is the general partner of USV 2012 Fund and has sole voting and investment power with regard to the shares held by USV 2012 Fund. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to th e shares held directly by USV 2012 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
( 4 )Represents the conversion of Class B Common Stock held of record by USV Investors 2012 Fund, L.P. into Class A Common Stock.
( 5 )These shares are held by USV Investors 2012 Fund, L.P. ("USV Investors 2012"). Union Square 2012 GP, L.L.C. is the general partner of USV Investors 2012 and has sole voting and investment power with regard to the shares held by USV Investors 2012. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Investors 2012. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
( 6 )Represents the conversion of Class B Common Stock held of record by USV Opportunity 2014, LP into Class A Common Stock.
( 7 )These shares are held by USV Opportunity 2014, LP ("USV Opportunity 2014 Fund"). USV Opportunity 2014 GP, LLC is the general partner of USV Opportunity 2014 Fund and has sole voting and investment power with regard to the shares held by USV Opportunity 2014 Fund. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Opportunity 2014 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
( 8 )Represents the conversion of Class B Common Stock held of record by USV Opportunity Investors 2014, LP into Class A Common Stock.
( 9 )These shares are held by USV Opportunity Investors 2014, LP ("USV Opportunity Investors 2014"). USV Opportunity 2014 GP, LLC is the general partner of USV Opportunity Investors 2014 and has sole voting and investment power with regard to the shares held by USV Opportunity Investors 2014. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Opportunity Investors 2014. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
( 10 )The Series A and Series C Preferred Stock are each convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Upon the effectiveness of the Issuer's Registration automatically converted into shares of Class B Common Stock of the Issuer.

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