Statement of Changes in Beneficial Ownership (4)
December 02 2021 - 6:44PM
Edgar (US Regulatory)
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Armstrong Brian |
2. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc.
[
COIN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(Last)
(First)
(Middle)
C/O COINBASE GLOBAL, INC. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/18/2021 |
(Street)
NOT APPLICABLE, DE
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 11/30/2021 | | G(1) |
V
| 271000 | D | $0 | 29358 | I | By The Brian Armstrong Living Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) | 11/18/2021 | | G (3) |
V
| | 2215422 | (2) | (2) | Class A Common Stock | 2215422.0 | $0 | 0 | I | By The Brian Armstrong 2018 Grantor Retained Annuity Trust |
Class B Common Stock | (2) | 11/18/2021 | | G (3) |
V
| | 180747 | (2) | (2) | Class A Common Stock | 180747.0 | $0 | 7546045 | I | By The Brian Armstrong 2020 Grantor Retained Annuity Trust |
Class B Common Stock | (2) | 11/18/2021 | | G (3) |
V
| 250637 | | (2) | (2) | Class A Common Stock | 250637.0 | $0 | 25159766 | I | By The Brian Armstrong Living Trust |
Explanation of Responses: |
(1) | Reflects a bona fide charitable gift made by the Reporting Person. |
(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) | Reflects the transfer on November 18, 2021, of (i) 2,145,532 shares of Class B Common Stock from the Brian Armstrong 2018 Grantor Retained Annuity Trust ("2018 GRAT") to the Brian Armstrong 2018 Irrevocable Trust (ii) 69,890 shares of Class B Common Stock from the 2018 GRAT to the Brian Armstrong Living Trust and (iii) 180,747 shares of Class B Common Stock from the Brian Armstrong Grantor Retained Annuity Trust ("2020 GRAT") to the Brian Armstrong Living Trust in satisfaction of GRAT annuity payments owed to the reporting person. The GRAT annuity payments reflected on this Form were entered into in connection with the Reporting Person's long-term estate planning. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Armstrong Brian C/O COINBASE GLOBAL, INC. NOT APPLICABLE, DE | X | X | Chairman and CEO |
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Brian Armstrong Living Trust C/O COINBASE GLOBAL, INC. NOT APPLICABLE, DE |
| X |
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Signatures
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/s/ Brian Armstrong, by Jolie Yang, Attorney-in-Fact | | 12/2/2021 |
**Signature of Reporting Person | Date |
/s/ The Brian Armstrong Living Trust, by Jolie Yang, Attorney-in-Fact | | 12/2/2021 |
**Signature of Reporting Person | Date |
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