Form 4 Coinbase Global, Inc. For: May 13 Filed by: Ehrsam Frederick Ernest III

May 17, 2022 8:08 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Ehrsam Frederick Ernest III

(Last) (First) (Middle)
C/O COINBASE GLOBAL, INC.

(Street)
NOT APPLICABLE DE

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/13/2022   P   309,605 A $ 69.5349 (1) 309,605 I Paradigm One LP (2)
Class A Common Stock 05/13/2022   P   135,663 A $ 69.9718 (3) 445,268 I Paradigm One LP (2)
Class A Common Stock 05/13/2022   P   69,025 A $ 72.0406 (4) 514,293 I Paradigm One LP (2)
Class A Common Stock 05/13/2022   P   192,261 A $ 72.8522 (5) 706,554 I Paradigm One LP (2)
Class A Common Stock               1,133,465 I By The Frederick Ernest Ehrsam III Living Trust (6)
Class A Common Stock               2,583,752 I By Paradigm Fund, LP (7)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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 (8) 05/10/2022   G (9) V   370,000   (8)   (8) Class A Common Stock 370,000.00 $ 0 2,719,574 I By The Armstrong 2014 Irrevocable Trust (10)
Class B Common Stock (8)               (8)   (8) Class A Common Stock 5,872,707.00   5,872,707 I By The Frederick Ernest Ehrsam III Living Trust (6)
Class B Common Stock (8)               (8)   (8) Class A Common Stock 2,927,343.00   2,927,343 I By The Frederick Ernest Ehrsam III 2020 Grantor Retained Annuity Trust (11)
Class B Common Stock (8)               (8)   (8) Class A Common Stock 2,145,532.00   2,145,532 I By Brian Armstrong 2018 Irrevocable Trust (12)
Class B Common Stock (8)               (8)   (8) Class A Common Stock 601,637.00   601,637 I By Brian Armstrong Legacy Trust (13)
Explanation of Responses:
1. Represents the weighted average purchase price. The lowest price at which shares were purchased was $68.91 and the highest price at which shares were purchased was $69.905. 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 purchased at each separate price within the ranges set forth in footnotes (1) and (3) through (5) to this Form 4.
2. These shares are held by Paradigm One LP. Paradigm One GP LLC, the general partner of Paradigm One LP, has sole voting and investment power with regard to the shares held by Paradigm One LP. The Frederick Ernest Ehrsam III Living Trust and Matt Huang are the managing members of Paradigm One GP LLC. The Reporting Person is the trustee of The Frederick Ernest Ehrsam III Living Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
3. Represents the weighted average purchase price. The lowest price at which shares were purchased was $69.91 and the highest price at which shares were purchased was $70.00.
4. Represents the weighted average purchase price. The lowest price at which shares were purchased was $71.66 and the highest price at which shares were purchased was $72.655.
5. Represents the weighted average purchase price. The lowest price at which shares were purchased was $72.66 and the highest price at which shares were purchased was $73.25.
6. The Reporting Person is the trustee of The Frederick Ernest Ehrsam III Living Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
7. These shares are held by Paradigm Fund LP. Paradigm Fund GP LLC, the general partner of Paradigm Fund LP, has sole voting and investment power with regard to the shares held by Paradigm Fund LP. The Frederick Ernest Ehrsam III Living Trust and Matt Huang are the managing members of Paradigm Fund GP LLC. The Reporting Person is the trustee of The Frederick Ernest Ehrsam III Living Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
8. 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.
9. Reflects the transfer on May 10, 2022, of (i) 150,000 shares of Class B Common Stock from the Armstrong 2014 Irrevocable Trust to the Mount Moran 2022 Irrevocable Trust and (ii) 220,000 shares of Class B Common Stock from the Armstrong 2014 Irrevocable Trust to the Rendezvous Peak 2022 Irrevocable Trust. The transfers reflected on this Form were effectuated in connection with long-term estate planning matters. Following these transfers, the Reporting Person has no investment control and has not had, and will continue not to have, any pecuniary interest with respect to such shares.
10. These shares are held by The Brian Armstrong 2014 Irrevocable Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
11. The Reporting Person is the trustee of The Frederick Ernest Ehrsam III 2020 Grantor Retained Annuity Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
12. These shares are held by the Brian Armstrong 2018 Irrevocable Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
13. These shares are held by the Brian Armstrong Legacy Trust, of which the Reporting Person is the independent trustee and investment advisor. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
Remarks:
The Reporting Person has disgorged to the Issuer all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, that resulted from the transactions reported herein. Such profits are not material to the financial statements of the Issuer.
/s/ Frederick Ernest Ehrsam III, by Doug Sharp, Attorney-in-Fact 05/17/2022
** Signature of Reporting Person 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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