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Form 3/A Coinbase Global, Inc. For: Apr 01 Filed by: Armstrong Brian

April 16, 2021 9:54 PM EDT

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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

(Street)
NOT APPLICABLE DE

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2021
3. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN ]
4. 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
5. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2021
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 10/30/2029 Class A Common Stock 2,753,924 18.71 D  
Employee Stock Option (right to buy)   (2) 08/10/2030 Class A Common Stock 9,293,911 23.46 D  
Class B Common Stock   (3)   (3) Class A Common Stock 20,220,357 (3) I By The Brian Armstrong Living Trust
Class B Common Stock   (3)   (3) Class A Common Stock 2,215,422 (3) I By The Brian Armstrong 2018 Grantor Retained Annuity Trust
Class B Common Stock   (3)   (3) Class A Common Stock 7,726,792 (3) I By The Brian Armstrong 2020 Grantor Retained Annuity Trust
Class B Common Stock   (3)   (3) Class A Common Stock 950,490 (3) I The Ehrsam 2014 Irrevocable Trust (4)
Series FF Preferred Stock   (5)   (5) Class B Common Stock 5,738,772 (5) I By The Brian Armstrong Living Trust
Explanation of Responses:
1. The option vests as to 1/48 of the total shares monthly over four years, with the first 1/48 vesting on July 3, 2019 and 100% of the total shares vested and exercisable on June 3, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.
2. The option is subject to milestone vesting as follows: (a) 34% of the total shares underlying the option vest upon the Company Stock Price (as defined below) reaching $200 per share and (b) 13.2% of the total shares underlying the option vest for each $40 increase in the Company Stock Price thereafter up to a maximum of $400, subject to certain adjustments and, in each case, subject to continued service as the Issuer's Chief Executive Officer. For purposes of this stock option, "Company Stock Price" shall mean the volume weighted average price of our Class A common stock as reported on The Nasdaq Global Select Market for 60 consecutive trading days at any time during the term of the option.
3. 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.
4. These shares are held by The Ehrsam 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.
5. The Series FF Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Upon the effectiveness of the Issuer's Registration Statement on Form S-1, all shares of Series FF Preferred Stock will be converted into shares of Class B Common Stock of the Issuer.
Remarks:
This amendment to Form 3 filed on April 1, 2021 is filed to include The Brian Armstrong Living Trust as a joint filer.
/s/ Brian Armstrong, by Doug Sharp, Attorney-in-Fact 04/16/2021
** Signature of Reporting Person Date
/s/ The Brian Armstrong Living Trust, by Doug Sharp, Attorney-in-Fact 04/16/2021
** 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.
LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Juan Suarez, Doug Sharp and
Jolie Yang, as long as they are providing services to Coinbase Global, Inc. or
its related entities (the "Company"), or either of them, the undersigned's true
and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company or other beneficial owner of the
Company's securities, Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
and timely file such forms with the Securities and Exchange Commission and any
stock exchange or similar authority, if required; and

(3)	take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to each such
attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless
the Company and each such attorney-in-fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments
thereto) and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of April, 2021.

THE BRIAN ARMSTRONG LIVING TRUST


By:  /s/ Brian Armstrong
Name: Brian Armstrong
Its:  Trustee
 



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