Sec Form 4 Filing - Choi Emilie @ Coinbase Global, Inc. - 2024-01-12

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
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 & COO
(Last) (First) (Middle)
C/O COINBASE GLOBAL, INC.
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2024
(Street)
NOT APPLICABLE, DE00000
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 01/15/2024 M( 1 ) 80,396 A $ 0 276,064 D
Class A Common Stock 01/15/2024 F( 2 ) 39,922 D $ 130.78 236,142 D
Class A Common Stock 01/16/2024 S( 3 ) 1,500 D $ 129.15 234,642 D
Class A Common Stock 49,643 I By Starvurst Exempt Trust ( 4 )
Class A Common Stock 21,726 I By Sixers LLC ( 5 )
Class A Common Stock 23,199 I By Starvurst Non-Exempt Trust ( 6 )
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
Restricted Stock Units ( 7 ) $ 0 ( 8 ) 01/12/2024 A 80,396 ( 9 ) ( 10 ) Class A Common Stock 80,396 $ 0 80,396 D
Restricted Stock Units $ 0 ( 8 ) 01/15/2024 M( 1 ) 80,396 ( 9 ) ( 10 ) Class A Common Stock 80,396 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Choi Emilie
C/O COINBASE GLOBAL, INC.
NOT APPLICABLE, DE00000
President & COO
Signatures
/s/ Emilie Choi, by Doug Sharp, Attorney-in-Fact 01/17/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
( 2 )Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.
( 3 )The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 30, 2023, during an open trading window.
( 4 )These shares are held by the Starvurst Exempt Trust, of which the Reporting Person's spouse is a co-trustee.
( 5 )These shares are held by Sixers LLC, of which the Coinbase Annuity Trust is the sole member. The Reporting Person's spouse is the trustee of the Coinbase Annuity Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
( 6 )These shares are held by the Starvurst Non-Exempt Trust, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
( 7 )Represents the number of RSUs earned as a result of the achievement of performance criteria based on relative shareholder return pursuant to a performance-based RSU award with a performance period that ended on December 31, 2023, as certified by the Issuer's Compensation Committee on January 12, 2024. The RSUs vested on January 15, 2024.
( 8 )Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
( 9 )The RSUs vested on January 15, 2024.
( 10 )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).

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