Sec Form 4 Filing - Andreessen Marc L @ Coinbase Global, Inc. - 2021-08-12

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
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)
08/12/2021
(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 08/12/2021 S( 1 ) 109,592 D $ 256.1189 ( 2 ) 828,538 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 134,339 D $ 257.2525 ( 4 ) 694,199 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 120,974 D $ 258.3323 ( 5 ) 573,225 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 44,310 D $ 259.2959 ( 6 ) 528,915 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 114,507 D $ 260.2277 ( 7 ) 414,408 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 45,859 D $ 261.1518 ( 8 ) 368,549 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 45,786 D $ 262.2862 ( 9 ) 322,763 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 26,555 D $ 263.1677 ( 10 ) 296,208 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 14,678 D $ 264.158 ( 11 ) 281,530 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 26,863 D $ 265.1591 ( 12 ) 254,667 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 42,078 D $ 266.2192 ( 13 ) 212,589 I By Trust ( 3 )
Class A Common Stock 08/12/2021 S( 1 ) 946 D $ 266.8317 ( 14 ) 211,643 I By Trust ( 3 )
Class A Common Stock 211 ( 15 ) I By a16z Seed-III, LLC ( 16 ) ( 17 )
Class A Common Stock 2,263,232 I By Andreessen Horowitz LSV Fund I, L.P. ( 18 )
Class A Common Stock 103,075 I By Andreessen Horowitz Fund III, L.P. ( 19 )
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/ Jolie Yang, Attorney-in-Fact for Marc L. Andreessen 08/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 2 )Represents the weighted average sale price. The lowest price at which shares were sold was $255.76 and the highest price at which shares were sold was $256.71. 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 footnote (2) and footnotes (4) through (14) to this Form 4.
( 3 )The shares are held of record by the LAMA Community Trust of which the Reporting Person and his spouse are trustees.
( 4 )Represents the weighted average sale price. The lowest price at which shares were sold was $256.76 and the highest price at which shares were sold was $257.755.
( 5 )Represents the weighted average sale price. The lowest price at which shares were sold was $257.76 and the highest price at which shares were sold was $258.755.
( 6 )Represents the weighted average sale price. The lowest price at which shares were sold was $258.76 and the highest price at which shares were sold was $259.75.
( 7 )Represents the weighted average sale price. The lowest price at which shares were sold was $259.76 and the highest price at which shares were sold was $260.755.
( 8 )Represents the weighted average sale price. The lowest price at which shares were sold was $260.76 and the highest price at which shares were sold was $261.75.
( 9 )Represents the weighted average sale price. The lowest price at which shares were sold was $261.76 and the highest price at which shares were sold was $262.75.
( 10 )Represents the weighted average sale price. The lowest price at which shares were sold was $262.76 and the highest price at which shares were sold was $263.75.
( 11 )Represents the weighted average sale price. The lowest price at which shares were sold was $263.76 and the highest price at which shares were sold was $264.75.
( 12 )Represents the weighted average sale price. The lowest price at which shares were sold was $264.76 and the highest price at which shares were sold was $265.75.
( 13 )Represents the weighted average sale price. The lowest price at which shares were sold was $265.76 and the highest price at which shares were sold was $266.75.
( 14 )Represents the weighted average sale price. The lowest price at which shares were sold was $266.76 and the highest price at which shares were sold was $267.02.
( 15 )Represents shares received by a16z Seed-III, LLC ("a16z Seed") pursuant to a pro rata distribution by FundersClub Inc., for no consideration, of shares of Class A Common Stock of the Issuer to its stockholders in accordance with the exemption afforded by Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended.
( 16 )These securities are held of record by a16z Seed. The securities held directly by a16z Seed are indirectly held by Andreessen Horowitz Fund III, L.P. for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"), the members of a16z Seed. AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the shares held by a16z Seed. The Reporting Person and Ben Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by a16z Seed.
( 17 )The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Seed 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.
( 18 )These securities are held 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.
( 19 )These securities are held by the AH Fund III Entities. AH EP III, the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the securities held by the AH Fund III Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by the AH Fund III Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III 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.

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