Form 4 Coinbase Global, Inc. For: Nov 18 Filed by: Armstrong Brian

December 2, 2021 6:44 PM EST

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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 *
Armstrong Brian

(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 11/30/2021   G (1) V 271,000 D $ 0 29,358 I By The Brian Armstrong Living Trust
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 (2) 11/18/2021   G (3) V   2,215,422   (2)   (2) Class A Common Stock 2,215,422.00 $ 0 0 I By The Brian Armstrong 2018 Grantor Retained Annuity Trust
Class B Common Stock (2) 11/18/2021   G (3) V   180,747   (2)   (2) Class A Common Stock 180,747.00 $ 0 7,546,045 I By The Brian Armstrong 2020 Grantor Retained Annuity Trust
Class B Common Stock (2) 11/18/2021   G (3) V 250,637     (2)   (2) Class A Common Stock 250,637.00 $ 0 25,159,766 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.
/s/ Brian Armstrong, by Jolie Yang, Attorney-in-Fact 12/02/2021
** Signature of Reporting Person Date
/s/ The Brian Armstrong Living Trust, by Jolie Yang, Attorney-in-Fact 12/02/2021
** 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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