Sec Form 4 Filing - WILSON FREDERICK R @ Coinbase Global, Inc. - 2021-05-20

Insider filing report for Changes in Beneficial Ownership
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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
WILSON FREDERICK R
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 COINBASE GLOBAL, INC.
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2021
(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 05/20/2021 G( 1 ) V 58,069 D $ 0 0 I By Trust ( 2 )
Class A Common Stock 05/20/2021 G( 1 ) V 58,069 A $ 0 299,745 D ( 3 )
Class A Common Stock 2,416 I By FJW Partners, LLC ( 4 )
Class A Common Stock 195,539 I By Trust ( 5 )
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
WILSON FREDERICK R
C/O COINBASE GLOBAL, INC.
NOT APPLICABLE, DE
X
Signatures
/s/ Fred R. Wilson, by Doug Sharp, Attorney-in-Fact 05/24/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the voluntary reporting of a change in the form of beneficial ownership from indirect to direct. The transfer of 58,069 shares of the Issuer's Class A Common Stock (the "Shares") by the Frederick Wilson 1999 Irrevocable Trust (the "1999 Trust") to a limited liability company that is 100% owned by the 1999 Trust (the "LLC"), and the further transfer of the Shares by the LLC to the Reporting Person, are exempt pursuant to Rule 16a-13.
( 2 )These shares are held of record by The Frederick Wilson 1999 Irrevocable Trust, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of the shares owned by The Frederick Wilson Irrevocable Trust, except to the extent of his pecuniary interest therein, if any.
( 3 )Represents shares of the Issuer's Class A Common Stock beneficially owned by the Reporting Person and his spouse.
( 4 )Each of the Reporting Person and his spouse is a managing member of FJW Partners, LLC and, as such, may be deemed to share voting and dispositive power over the shares owned by FJW Partners. The Reporting Person disclaims beneficial ownership of the shares owned by FJW Partners, except to the extent of his pecuniary interest therein, if any.
( 5 )These shares are held of record by The Fred and Joanne Wilson 2012 Delaware Trust, of which the Reporting Person's spouse is the grantor. The Reporting Person disclaims beneficial ownership of the shares owned by The Fred and Joanne Wilson 2012 Delaware Trust, 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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